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[TRIBUNE LOGO] [CAREERBUILDER LOGO] [KNIGHTRIDDER LOGO]
CAREERBUILDER, KNIGHT RIDDER AND TRIBUNE
FORM RECRUITMENT POWERHOUSE
RESTON, July 17, 2000 - Knight Ridder and Tribune Company, two of the nation's
leading media companies, announced today they have agreed to acquire
CareerBuilder, Inc. for $8.00 per share in cash, as well as CareerPath.com,
Inc. to create one of the most powerful local and national online recruitment
networks. These transactions will bring together CareerBuilder's patented
e-cruiting technology, talent and its already substantial syndicated career
network with the local market strength of Knight Ridder and Tribune and the
significant content and audience reach of CareerPath. This will establish the
CareerBuilder Network as the nation's most targeted online career marketplace.
The newly expanded CareerBuilder Network will service the company's 100,000
plus local employer customer base - from start-ups to Fortune 100s, provide
access to over 1.5 million resumes and millions of quality candidates, and
deliver 5 times more jobs than the closest major competitor. In addition,
recruiters will get one stop access for posting jobs with 100 of the Web's most
widely visited sites. The combined companies' assets enable CareerBuilder to
take precision targeting to the local level - where more than 80% of job
seekers search for employment. This agreement will also lead to the creation of
new and exciting online and offline recruitment services that will deliver the
ultimate one-stop solution for employers.
Tribune and Knight Ridder, leaders in online local information and services,
plan to use their powerful local brands, local sales teams and existing
customer relationships to help establish CareerBuilder as the leading force in
the burgeoning online recruitment industry.
"This transaction provides value to CareerBuilder stockholders and strengthens
CareerBuilder's business. This next evolution of the online career marketplace
supersedes the first generation recruitment products and sites. For consumers
it means the most powerful career management experience, featuring the most
sophisticated job search tools that are easy to use and truly harness the
awesome power of the Internet. For employers, it means bringing more targeted
candidates in vs. filtering volumes of candidates out. This new generation of
tools and technology simplifies their ability to quickly target the right
candidate for the right job," said Rob McGovern, CareerBuilder, Chairman and
CEO.
Dan Finnigan, president of KnightRidder.com, operator of the Real Cities
Network said, "This new venture enables us to create a win-win solution for
advertisers, recruiters, consumers and the companies involved. Tribune and
Knight Ridder bring powerful ingredients to the success of CareerBuilder -- our
extensive local recruitment listings, existing tools from our online classified
products and our world-class sales force of print and online reps."
"By combining CareerBuilder's management team, technology, and sales
capabilities with CareerPath's audience reach as well as Knight Ridder's and
Tribune's strong local market presence and deep customer relationships, we
create a formidable competitor in the Internet recruitment marketplace on both
the national and local levels," said David Hiller, president, Tribune
Interactive. CareerBuilder's established market position and business model
advances our online recruitment efforts and puts us on the fast track to
delivering the next generation solutions to our customers."
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CareerBuilder Announcement (cont'd)
"The online recruitment business is a multi-million dollar industry with
explosive growth," said McGovern. "Forrester Research predicts that online
classifieds will increase from $1.2 billion of online ad spending in 2000 to
$8.2 billion by 2005. Recruitment classifieds count for 50% of that growth.
This is another indication that the timing is right for a recruitment business
that can act fast, fluid and flexible to do what's best to compete and grow
with the market. This arrangement is just that."
"The expanded CareerBuilder Network is uniquely positioned to break through to
the next level and deliver on the total integration of online and offline
tools," added McGovern. "So when an employer needs to hire a financial analyst
in Los Angeles they can make one call to the LA Times and their advertisement
will appear in the Sunday classified section, latimes.com, careerbuilder.com,
MSN.com, BayArea.com and Bloomberg.com. That's what you call precision
targeting--bringing jobs to where quality candidates live."
Under the CareerBuilder merger agreement, a company jointly-owned and financed
by Tribune and KnightRidder.com will make a cash tender offer for all
outstanding shares of CareerBuilder common stock at $8.00 per share in cash.
The aggregate consideration in the CareerBuilder transaction is expected to be
approximately $200 million. The economic terms of the CareerPath transaction
were not disclosed.
The tender offer is expected to commence within 7 business days of this
announcement, and will be followed by a second step merger in which shares not
tendered will be converted into the right to receive the same $8.00 per share
in cash. The companies expect the merger to be completed in the third or fourth
quarter of 2000. Rob McGovern, CareerBuilder, Chairman and CEO, and James
Winchester, a Senior Vice President of CareerBuilder, have agreed to make a
substantial investment in the private company when the transaction is
completed.
The CareerBuilder tender offer is conditioned on, among other things, Tribune
and KnightRidder.com acquiring at least a majority of the outstanding stock of
CareerBuilder. Holders of approximately 44% of the outstanding shares of
CareerBuilder have agreed to tender their shares in the offer and to vote their
shares in favor of the merger agreement and against any other transaction,
subject to the provisions of the agreement. The CareerPath merger is subject to
the closing of the CareerBuilder transaction. Both transactions are subject to
other customary conditions, including Hart-Scott-Rodino clearance.
The CareerBuilder merger agreement was unanimously approved by the
CareerBuilder's Board of Directors based, among other things, on the unanimous
recommendation of an independent Special Committee of the Board.
For online press kit, facts and further CareerBuilder Network information,
please visit: http://www.careerbuilder.com/announcement/
Note: An investor's conference will be held at 12:00pm EDT, 11:00am CDT.
Details available on First Call.
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CareerBuilder Announcement (cont'd)
CAREERBUILDER INC. (Nasdaq: CBDR) is the leading provider of targeted online
recruiting, attracting 3 million unique visitors to the CareerBuilder Network.
CareerBuilder's trademark technology, including its Mega Job SearchSM, provides
one-stop-shopping for all candidates' career needs. Only through the
CareerBuilder Network can employers target both active and passive job seekers
through 30 of the Web's most popular brands including MSN, Bloomberg, USA
TODAY, NBC, Ticketmaster Online- CitySearch and its flagship career center,
careerbuilder.com. Employer customers include AT&T, AOL, Merrill Lynch, Ernst &
Young and EDS. CareerBuilder is located in Reston, Virginia, with offices
nationwide. Visit us today at http://www.careerbuilder.com.
CareerBuilder is a registered trademark of Careerbuilder Inc. Mega Job Search,
and "my careerbuilder" are service marks of Careerbuilder, Inc. All other
trademarks mentioned in this document are the property of their respective
owners. SOURCE CareerBuilder, Inc.
KNIGHT RIDDER (NYSE: KRI) is the nation's second-largest newspaper publisher,
with products in print and online. The company publishes 32 daily newspapers in
28 U.S. markets, with a readership of 8.7 million daily and 12.9 million
Sunday. Knight Ridder also has investments in a variety of Internet and
technology companies and two newsprint companies. KnightRidder.com, its
Internet subsidiary, manages the company's Internet operations. These include a
variety of online services, among them Real Cities, a national network of local
and regional Web sites. Real Cities services include news, classified ads,
entertainment, shopping, search, community publishing, Internet access and
archives. The network comprises 28 KnightRidder.com regional Web sites
including content from 31 Knight Ridder owned newspapers. In addition the
network includes 8 non-Knight Ridder partners enabling it to cover 36 U.S.
markets. Both Knight Ridder and KnightRidder.com are headquartered in San Jose,
Calif.
TRIBUNE (NYSE: TRB) is a leading media company with businesses in 23 major U.S.
markets, including 18 of the top 30. Through its television and radio
broadcasting, publishing and interactive operations, Tribune reaches nearly 80
percent of U.S. households daily. Tribune Interactive operates leading
interactive news and information sites in major markets across the United
States, and ranks among the top 25 news/information/entertainment networks in
the United States. Tribune Ventures is an industry leader in venture
partnerships with new-media and technology companies. Tribune has $6 billion in
revenues and more than 30,000 employees. A Fortune 500 company in 2000,
Tribune, for the third straight year, ranked No. 1 among its industry peers in
Fortune magazine's list of most-admired companies in America.
CAREERPATH.COM was founded in 1995, and is owned by Knight-Ridder, New York
Times Company, Tribune Company, The Washington Post Company, Cox Interactive
Media, Gannett Company, and The Hearst Corporation.
This announcement is neither an offer to purchase or a solicitation of an offer
to sell shares of CareerBuilder. At the time the tender offer is commenced, the
acquiring company will file a Tender Offer Statement with the Securities and
Exchange Commission and CareerBuilder will file a Solicitation/Recommendation
Statement with respect to the offer. THE TENDER OFFER STATEMENT (INCLUDING AN
OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS)
AND THE SOLICITATION/ RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
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CareerBuilder Announcement (cont'd)
RESPECT TO THE OFFER. The Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the Solicitation/Recommendation
Statement, will be made available to all shareholders of CareerBuilder, at no
expense to them. The Tender Offer Statement (including the Offer to Purchase,
the related Letter of Transmittal and all other offer documents filed with the
SEC) and the Solicitation/Recommendation Statement will also be available for
free at the SEC's Web site at www.sec.gov.
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MEDIA CONTACTS:
Rashmi Turner Cynthia Funnell Meredith Leyva
Tribune Company KnightRidder.com Fleishman-Hillard
(312) 527-8787 (office) (408) 938-6076 (office) (202) 421-6214
(312) 222-5761 (fax) (408) 938-6098 (fax) [email protected]
[email protected] [email protected] --------------------
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Diane Strahan or Barry Lawrence,
Katherine Sopranos CareerBuilder
(312) 312-222-4204 (office) (703) 259-5750/5793
(312) 222-5761 (fax) [email protected]
[email protected] -------------------------------
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