Newspaper giants acquire HeadHunter - 09/2001

CareerBuilder Inc., Knight Ridder and Tribune Company have entered into an agreement to acquire HeadHunter.NET, Inc. (NASDAQ: HHNT) for $9.25 per share in cash, in a transaction valued at approximately $200 million. Knight Ridder and Tribune will each contribute half of the purchase price.

The transaction brings together two of the nationís leaders in local and national online recruitment. CareerBuilder is the countryís fastest-growing web-based recruitment resource, with more than 4 million unique visitors each month. Headhunterís site attracts more than 2.5 million unique visitors. The transaction will significantly increase CareerBuilderís consumer reach, market share and employer customer base.

Rob McGovern, chief executive officer of CareerBuilder, said, ìThe CareerBuilder/Headhunter combination creates a formidable force that is positioned to close the gap on Monster. This consolidation creates clearer choices and better value for employers and consumers. It brings together the best products and technology, leading expertise and top-notch services under a single go-to source for online and print recruitment.î

Among CareerBuilderís advantages, McGovern said, are unmatched breadth, precision targeting and tools to reach both active and passive jobseekers. ìNow, with Headhunter, we will reach well over 5 million consumers every month and provide recruitment solutions to more than 25,000 companies. We will be able to capitalize on Headhunterís strength as a leading national job board, and in staffing agencies and health care. As a bonus, we acquire some of the best online recruitment talent in the business.î

ìLike CareerBuilder, Headhunter has a high-energy, sales-driven culture passionate about delivering great solutions for customers,î said McGovern. ìAnd in a fast-growing online market, this relentless customer focus is critical.î CareerBuilder integrated the online sales forces of Knight Ridder and Tribune with CareerBuilderís in-house sales group in early August. ìWe now have the finest sales and service team to serve our employer and ad agency customers, bar none.î

Under the terms of the merger agreement, a newly formed subsidiary of CareerBuilderís parent, Career Holdings, Inc., will make a tender offer for all outstanding shares of Headhunter common stock, including the associated junior participating preferred stock purchase right issued pursuant to Headhunterís Shareholder Protection Rights Agreement, for $9.25 per share in cash, a transaction value of approximately $200 million.

The tender will be followed by a second step merger in which shares not tendered will be converted into the right to receive the same $9.25 per share in cash. CareerBuilder expects the merger to be completed in the fourth quarter of 2001 or the first quarter of 2002. The tender offer is conditioned on, among other things, the tender of at least a majority of the outstanding stock of Headhunter. Holders of approximately 27% of the outstanding shares of Headhunter have agreed to tender their shares in the offer and to vote their shares in favour of the merger agreement and against any other transaction, subject to the provisions of the agreement. If less than 90 percent of Headhunterís common stock is purchased in the tender, Headhunter shareholder approval of the merger will be required. The transaction is subject to other customary conditions, including Hart-Scott-Rodino clearance. The boards of directors of Career Holdings and Headhunter unanimously approved the merger agreement.

www.tribune.com