McClatchy to Sell the Akron Beacon Journal to Black Press Ltd.
SACRAMENTO, Calif. and VICTORIA, British Columbia, June 7
/PRNewswire-FirstCall/ -- The McClatchy Company (NYSE: MNI) today announced
a definitive agreement to sell the Akron Beacon Journal to Sound Publishing
Holdings, Inc. Sound Publishing Holdings, Inc., is a wholly owned
subsidiary of Black Press Ltd., a Canadian company which produces over 100
publications in British Columbia, Alberta, Washington State and Hawaii.
Financial terms of the transaction were not disclosed at the buyer's
request.
The purchase covers the Akron Beacon Journal and certain publications
and web sites related to the newspaper. The Akron Beacon Journal is
currently owned by Knight Ridder, Inc., which McClatchy has agreed to
acquire. The parties intend to close the transaction as soon as possible
after the close of McClatchy's Knight Ridder acquisition, which is expected
this summer.
"Our aim throughout the divestiture process was to find the right
buyers for the right newspapers," said Gary Pruitt, Chief Executive Officer
of McClatchy. "We believe that Black Press Ltd. and the Akron Beacon
Journal are a great fit, and we look forward to seeing this relationship
develop in the future."
"Under the direction of the Knight family and Knight Ridder, the Akron
Beacon Journal has been a good community newspaper for a long time. We
believe in the same focus on local journalism of high quality," said Black
Press Ltd. CEO David Black.
Dirks, Van Essen & Murray served as broker to McClatchy in this
transaction. Wilson Sonsini Goodrich & Rosati served as legal counsel to
McClatchy, and Patterson Adams served as legal counsel to Black Press Ltd.
Dirks, Van Essen & Murray served as broker to McClatchy in this
transaction. Wilson Sonsini Goodrich & Rosati served as legal counsel to
McClatchy, and Patterson Adams served as legal counsel to Sound Publishing
Holdings, Inc.
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).
About Black Press Ltd.
Black Press Ltd. is a private company that owns and operates 115
newspapers in western Canada, Washington State and Hawaii. Most of the
papers are published one to three times per week. Many have controlled
circulation. The largest daily owned prior to the acquisition of the Akron
Beacon Journal was the Honolulu Star-Bulletin. Black Press Ltd. is 80%
owned by the David Black family and 20% by Torstar Corporation.
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 (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.
Separately McClatchy announced today definitive agreements to sell 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, Schurz
Communications, Inc., Ogden Newspapers, Forum Communications Company, Sound
Publishing Holdings, Inc. and Philadelphia Media Holdings LLC, 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 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 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 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 web
site at www.sec.gov and from McClatchy by contacting Investor Relations at
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 www.sec.gov
and from Knight Ridder by contacting Investor Relations at
www.knightridder.com, by mail to Suite 1500, 50 W. San Fernando St., San
Jose, CA 95113 or by telephone at 408-938-7838.
SOURCE The McClatchy Company
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