McClatchy Receives Early Termination of Hart-Scott-Rodino Inquiries in Philadelphia, DOJ Request for Information on Two Califor
June 14 2006 - 10:00AM
PR Newswire (US)
SACRAMENTO, Calif., June 14 /PRNewswire-FirstCall/ -- The McClatchy
Company (NYSE:MNI), said today it has received early termination of
Hart-Scott-Rodino inquiries into the sale of two Philadelphia
newspapers. The company also said it has received notice from the
U.S. Department of Justice (DOJ) requesting additional information
concerning the sale of the San Jose Mercury News and Contra Costa
Times in California to MediaNews Group, Inc. (MediaNews) of Denver,
CO. All the transactions involve McClatchy's pending acquisition of
Knight-Ridder, Inc. (San Jose, CA, NYSE: KRI). "Early termination"
of inquiries by the DOJ into the announced purchase of the
Philadelphia Inquirer and the Philadelphia Daily News by
Philadelphia Media Holdings, Inc. clears that transaction for
antitrust purposes to close following McClatchy's acquisition of
Knight Ridder. The request for additional information extends the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976 during which the DOJ is permitted to review a proposed
transaction. McClatchy intends to respond promptly to the DOJ
request. The DOJ's request does not impact the closing of
McClatchy's acquisition of Knight Ridder. "This decision in
Philadelphia allows us to move forward to closing the deal with
Philadelphia Media Holdings," said Karole Morgan-Prager, Vice
President and General Counsel of McClatchy. "We are moving
diligently to provide the requested additional information and are
working to close the MediaNews transaction as quickly as possible."
About The McClatchy Company The McClatchy Company, headquartered in
Sacramento, CA, is a leading newspaper and internet publisher. It
publishes 12 daily and 16 non-daily newspapers located in western
coastal states, North and South Carolina, and the Twin Cities of
Minneapolis/St. Paul. McClatchy has daily circulation of 1.4
million and Sunday circulation of 1.8 million. McClatchy's
newspapers include, among others, the Star Tribune in Minneapolis,
The Sacramento Bee, The Fresno Bee and The Modesto Bee in
California, The News & Observer (Raleigh, NC), The News Tribune
(Tacoma, WA), the Anchorage Daily News and Vida en el Valle, a
bilingual Spanish weekly newspaper distributed throughout
California's Central Valley. McClatchy also operates leading local
websites in each of its daily newspaper markets, offering readers
information, comprehensive news, advertising, e-commerce and other
services, and owns and operates McClatchy Interactive, an
interactive operation that provides websites with content,
publishing tools and software development. McClatchy is listed on
the New York Stock Exchange under the symbol (MNI). Background to
the Transaction On March 13, 2006, The McClatchy Company announced
a definitive agreement under which McClatchy will acquire
Knight-Ridder, Inc. Knight Ridder publishes 32 daily newspapers in
29 U.S. markets, with a circulation of 3.4 million daily and 4.5
million Sunday. Knight Ridder has websites in all of its markets
and a variety of investments in internet and technology companies,
publishes a growing portfolio of targeted publications and
maintains investments in two newsprint companies. Knight Ridder's
internet operation develops and manages the company's online
properties. It is the founder and operator of Real Cities
(http://www.realcities.com/ ), the largest national network of city
and regional websites in more than 110 U.S. markets. As part of
that announcement, McClatchy said it planned to sell 11 of the
acquired newspapers that do not fit with the company's longstanding
operating strategies and acquisition criteria, and to sell the St.
Paul Pioneer Press due to anticipated anti-trust concerns involving
McClatchy's (Minneapolis) Star Tribune. After McClatchy's planned
divestitures and the close of the Knight Ridder acquisition, The
McClatchy Company will become the nation's second-largest newspaper
company measured by daily circulation (approximately 3.2 million),
with 32 daily newspapers and approximately 50 non-dailies. The
expanded McClatchy will own leading newspapers in many of the
fastest-growing markets nationwide, with an enhanced portfolio of
Internet assets. The transaction is subject to customary terms and
conditions, including approval by the Knight Ridder shareholders
and is expected to close this summer. On April 26, 2006, the
McClatchy Company announced a definitive agreement with MediaNews
Group, Inc. (MediaNews) and The Hearst Corporation (Hearst) under
which the companies will pay McClatchy $1.0 billion in cash to
acquire four newspapers. MediaNews will purchase two northern
California papers, the San Jose Mercury News and Contra Costa
Times, and Hearst will acquire the Monterey (CA) Herald, and the
St. Paul Pioneer Press in St. Paul, Minnesota. On May 23, 2006,
McClatchy announced a definitive agreement to sell Philadelphia
Newspapers, Inc. (PNI) to Philadelphia Media Holdings LLC (PMH) in
a transaction valued at $562 million. The purchase covers the
Philadelphia Inquirer and Philadelphia Daily News, both daily
newspapers, and related media assets including philly.com. On June
7, 2006, McClatchy announced that it had entered into separate
definitive agreements to sell the Akron Beacon Journal to Sound
Publishing Holdings, Inc., The News-Sentinel, a 75% stake in the
Fort Wayne Joint Operating Agency and certain publications and web
sites related to the newspaper to Ogden Newspapers, the Duluth News
Tribune and the Grand Forks Herald to Forum Communications Company
and the (Aberdeen) American News to Schurz Communications, Inc.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS Statements in this press
release regarding the proposed transactions between McClatchy and
each of Knight Ridder, MediaNews, Hearst, Philadelphia Media
Holdings LLC, Schurz Communications, Inc., Ogden Newspapers, Forum
Communications Company, and Sound Publishing Holdings, Inc., the
expected timetable for completing the transactions, future
financial and operating results, benefits and synergies of the
transactions, the divestiture plan, future opportunities for the
company and any other statements about management's future
expectations, beliefs, goals, plans or prospects constitute
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Any statements that are
not statements of historical fact (including statements containing
the words "believes," "plans," "anticipates," "expects," estimates
and similar expressions) should also be considered to be
forward-looking statements. There are a number of important factors
that could cause actual results or events to differ materially from
those indicated by such forward-looking statements, including: the
ability to consummate the transactions, the ability of McClatchy to
successfully integrate Knight Ridder's operations and employees;
the ability to realize anticipated synergies and cost savings; and
the other factors described in McClatchy's Annual Report on Form
10-K for the year ended December 25, 2005 and the final
Prospectus/Proxy Statement/Information Statement contained in
McClatchy's Registration Statement on Form S-4 (Registration No.
333-133321). McClatchy disclaims any intention or obligation to
update any forward-looking statements as a result of developments
occurring after the date of this document. IMPORTANT ADDITIONAL
INFORMATION On May 10, 2006, McClatchy filed with the SEC a
Registration Statement on Form S-4 (Registration No. 333-133321)
containing a final Prospectus/Proxy Statement/Information Statement
regarding the proposed transaction between McClatchy and Knight
Ridder. Investors and security holders of McClatchy and Knight
Ridder are urged to read the Prospectus/Proxy Statement/Information
Statement carefully because it contains important information about
McClatchy, Knight Ridder, the transaction and related matters. The
Prospectus/Proxy Statement/Information Statement is being mailed on
or about May 15, 2006 to stockholders of McClatchy and shareholders
of Knight Ridder. Investors and security holders can obtain
additional free copies of the Registration Statement and the
Prospectus/Proxy Statement/Information Statement and other
documents filed with the SEC by McClatchy and Knight Ridder through
the web site maintained by the SEC at http://www.sec.gov/ . In
addition, investors and security holders can obtain additional free
copies of the Registration Statement and the Prospectus/Proxy
Statement/Information Statement from McClatchy by contacting
Investor Relations at http://www.mcclatchy.com/ , by mail to 2100 Q
Street, Sacramento, CA 95816 or by telephone at 916-321-1846 or
from Knight Ridder by contacting Investor Relations at
http://www.knightridder.com/ , by mail to Suite 1500, 50 W. San
Fernando St., San Jose, CA 95113 or by telephone at 408-938-7838.
McClatchy and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the
shareholders of Knight Ridder in connection with the proposed
transaction between McClatchy and Knight Ridder. Information
regarding the special interests of these directors and executive
officers in the transaction described herein is included in the
Prospectus/Proxy Statement/Information Statement described above.
Additional information regarding these directors and executive
officers is also included in McClatchy's proxy statement for its
2006 Annual Meeting of Stockholders, which was filed with the SEC
on or about March 29, 2006. This document is available free of
charge at the SEC's website at http://www.sec.gov/ and from
McClatchy by contacting Investor Relations at
http://www.mcclatchy.com/, by mail to 2100 Q Street, Sacramento, CA
95816 or by telephone at 916-321-1846. Knight Ridder and its
directors and executive officers also may be deemed to be
participants in the solicitation of proxies from the shareholders
of Knight Ridder in connection with the proposed transaction
between McClatchy and Knight Ridder. Information regarding the
special interests of these directors and executive officers in the
proposed transaction between McClatchy and Knight Ridder and
additional information regarding these directors and executive
officers is included in the Prospectus/Proxy Statement/Information
Statement described above, which also serves as Knight Ridder's
proxy statement for its 2006 Annual Meeting of Shareholders and was
filed by Knight Ridder on May 11, 2006. This document is available
free of charge at the SEC's web site at http://www.sec.gov/ and
from Knight Ridder by contacting Investor Relations at
http://www.knightridder.com/ , by mail to Suite 1500, 50 W. San
Fernando St., San Jose, CA 95113 or by telephone at 408-938-7838.
DATASOURCE: The McClatchy Company CONTACT: investors, Elaine
Lintecum of The McClatchy Company, + 1-916-321-1834; or media,
Cindy Leggett-Flynn or Sarah Lubman, both of Brunswick Group,
+1-212-333-3810, for The McClatchy Company Web site:
http://www.knightridder.com/ Web site: http://www.mcclatchy.com/
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