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Pulitzer chooses Lee Enterprises
to continue its newspaper legacy
Lee agrees to pay $64 per share
in $1.46 billion acquisition
of 14 daily newspapers, including the St. Louis Post-Dispatch
DAVENPORT, Iowa, and ST. LOUIS, Mo. (Jan. 30, 2005) Lee
Enterprises, Incorporated (NYSE: LEE), and Pulitzer Inc. (NYSE:
PTZ) announced today that they have entered into a definitive
agreement for Lee to acquire Pulitzer for a cash purchase price
of $64 per share, with enterprise value totaling $1.46 billion.
Pulitzer
operates 14 daily newspapers, including the St.
Louis Post-Dispatch, founded by legendary publisher Joseph
Pulitzer in 1878. Others are the Arizona
Daily Star in Tucson, Ariz.; The
Pantagraph, Bloomington, Ill.; The
Daily Herald, Provo, Utah; the Santa
Maria Times, Santa Maria, Calif.; The
Napa Valley Register, Napa, Calif.; The
World, Coos Bay, Ore.; The
Sentinel, Hanford, Calif.; the Arizona
Daily Sun, Flagstaff, Ariz.; the Daily
Chronicle, DeKalb, Ill.; The
Garden Island, Lihue, Hawaii; the Daily
Journal, Park Hills, Mo.; The
Lompoc Record, Lompoc, Calif.; and The
Daily News, Rhinelander, Wis.
Pulitzer also operates more than 100 weekly newspapers, shoppers,
and niche publications, including the Suburban Journals of Greater
St. Louis, a group of 38 weekly newspapers and niche publications
with distribution of more than a million copies a week. Pulitzer
also owns leading online sites in all of its markets, including
STLtoday.com in St. Louis
and azstarnet.com in Tucson.
Mary Junck, chairman and chief executive officer of Lee, described
the acquisition as a continuation of Lee's long-term strategies:
"It's another terrific acquisition for Lee and,
in both order of magnitude and revenue growth opportunities,
remarkably similar to our highly successful purchase of the 16
Howard newspapers three years ago. The acquisition of Pulitzer
allows us to take an exciting and logical next step into another
exceptionally attractive group of markets, exactly the kind where
we excel as an industry leader in building revenue and circulation."
She added: "Just like in Lee, Pulitzer's newspapers are,
far and away, the primary source for news, information and advertising
in their markets. Impressively, that's also true in St. Louis,
where Pulitzer has expanded on the powerful reach of the Post-Dispatch
with its network of Suburban Journals and STLtoday.com.
Because of Pulitzer's strength and extended media platform, and
also because of Midwestern lifestyle and economic similarities,
we view St. Louis as very much like other Lee markets where we
have been so successful."
In the combined company, Pulitzer will represent about 39
percent of the revenue and 34 percent of the daily circulation.
The acquisition is comparable to the 2002 purchase of Howard
Publications, Inc. At that time, Lee grew by 50 percent in revenue
and 75 percent in circulation. The Pulitzer acquisition will
increase Lee's size by 60 percent in revenue and 50 percent in
circulation.
Lee will become the fourth largest U.S. newspaper publisher
in terms of dailies owned and seventh largest in circulation,
growing from 44 to 58 daily newspapers in 23 states, with new
total circulation of 1.7 million daily and 2.0 million Sunday.
Combining calendar 2004 results, Lee's revenue will rise by more
than $440 million, to $1.14 billion.
Michael E. Pulitzer, grandson of the founder and chairman
of the Pulitzer board of directors, said: "After a lengthy
review process in which we explored a broad range of strategic
alternatives, the Pulitzer board has determined unanimously that
a combination with Lee is the best way to enhance value for all
Pulitzer's shareholders. As part of Lee, our newspapers will
benefit from greater scale and resources, which are necessary
to compete effectively in today's increasingly competitive media
market. Lee and Pulitzer share similar cultures and values, beginning
with our long history in, and passion for, the newspaper business.
We both care deeply about our employees, communities and the
public trust, and we manage our newspapers in the same devoted
ways. In short, we couldn't have found a better steward to continue
Pulitzer's 125-year legacy of journalistic excellence."
Robert
C. Woodworth, chief executive officer of Pulitzer, said: "Lee
is among the best newspaper operators in the industry, with an
especially impressive record for revenue growth. When people
ask me what to expect under the new ownership, the answer is
obvious: Nothing breeds success like success, and Mary Junck
has put together an impressive team at Lee that delivers results."
Junck said Lee will apply its five top operating priorities
at the new newspapers, focusing on revenue growth, readership
and circulation, strong local news, online strength and careful
cost controls.
"Our management team is strong, experienced and enthusiastic
about this opportunity, and our success with Howard has prepared
us exceedingly well - and from what we've seen already, the Pulitzer
management is equally enthusiastic and receptive," she said.
"In St. Louis, we've been impressed with the excellent
strategies already in place and look forward to contributing
additional revenue programs to help speed progress on an exciting
range of opportunities. The same is true in Tucson and at the
other Pulitzer newspapers, where we'll also help the management
teams introduce our many successful retail, classified and online
advertising sales approaches, as well as our circulation sales
and retention programs," Junck said.
While emphasizing that the basis of the acquisition is revenue
growth, she said expected cost savings include purchasing leverage
and reductions in corporate costs.
Junck said the purchase price of $64 per share, after consideration
of $290 million of Pulitzer cash, marketable securities and restricted
funds to be retained by Lee, assumption of $306 million of Pulitzer
debt, and exclusion of minority interest and one-time adjustments
to 2004 results, translates into a multiple of 13.5 times operating
cash flow(1) for the 12 months ended Dec. 26, 2004, before revenue
and cost synergies. For Lee's fiscal year ending Sept. 30, 2006,
the first full year of post-merger combined operations, after
projected revenue and cost synergies, the transaction price translates
into an estimated 11-11.5 times operating cash flow.
The transaction will be financed by a $1.55 billion fully
committed bank facility led by Deutsche Bank and SunTrust Bank.
Junck added "Although this transaction takes Lee's initial
level of debt higher than it's been historically, we are confident
that the combined cash flow of the business will enable us to
return quickly to an investment grade profile."
"Importantly, the transaction will be immediately accretive
to free cash flow(2), as was the case with the Howard acquisition,"
Junck said. For the fiscal year ending Sept. 30, 2006, free cash
flow per diluted share is expected to increase approximately
50 cents.
Junck said that because of significant non-cash charges for
amortization of intangible assets, the transaction is expected
to be dilutive to reported earnings by an estimated 8-10 cents
per diluted share in fiscal 2005, excluding one-time transition
costs and assuming a May 31 closing. Dilution to reported earnings
per share is estimated to be approximately 10-11 percent in fiscal
2006. Timing of the closing and final valuation of intangible
assets can both significantly affect these estimates.
Under the agreement, Pulitzer Inc. will become a Lee subsidiary.
With the addition of about 4,000 people from Pulitzer, Lee will
have about 10,700 employees.
Among other aspects of the acquisition, Lee will gain a small
minority stake in the St. Louis Cardinals major league baseball
team.
The boards of directors of both companies have unanimously
approved the transaction. The transaction is subject to customary
closing conditions, including regulatory clearances and approval
by Pulitzer shareholders. The transaction is expected to close
in the second quarter of calendar 2005.
Audio and Visual Webcast
An audio and visual webcast discussing details of acquisition
will be broadcast at 10 a.m. Central Standard Time Monday at
www.lee.net and www.pulitzer.net.
The presentation also will be accessible through a limited number
of listen-only phone lines at 1-800-599-9829, with an access
code of 58546073. Those who wish to monitor the presentation
live should connect five minutes before the scheduled start.
Both the webcast and a recording of the call will be available
for replay for one week beginning Monday afternoon. The webcast
replay may be accessed at www.lee.net. The phone replay may be
accessed at 1-888-286-8010, with an access code of 59688318.
Also, in order to provide more detail for stockholders, a series of questions with answers
is being posted along with this news release at www.lee.net and
www.pulitzer.net.
Lazard advised Lee in the transaction. Goldman, Sachs &
Co. advised Pulitzer.
For more information about Lee and Pulitzer, please visit
www.lee.net and www.pulitzer.net.
Additional Information and Where to Find It
The proposed transaction will be submitted to Pulitzer's stockholders
for their consideration, and Pulitzer will file with the SEC
a proxy statement to be used to solicit the stockholders' approval
of the proposed transaction, as well as other relevant documents
concerning the proposed transaction. STOCKHOLDERS OF PULITZER
ARE URGED TO READ THE PROXY STATEMENT REGARDING THE PROPOSED
TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC
WHEN THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS
TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
A free copy of the proxy statement, as well as other filings
containing information about Pulitzer, may be obtained at the
SEC's Internet site (http://www.sec.gov). Copies of the proxy
statement and the SEC filings that will be incorporated by reference
in the proxy statement can also be obtained, without charge,
by directing a request to James V. Maloney, Secretary, Pulitzer
Inc., 900 North Tucker Boulevard, St. Louis, Missouri 63101.
Participants in the Solicitation
Pulitzer and its directors and executive officers and other members
of management and employees may be deemed to be participants
in the solicitation of proxies from the stockholders of Pulitzer
in connection with the proposed transaction. Information regarding
Pulitzer's directors and executive officers is available in Pulitzer's
proxy statement for its 2004 annual meeting of stockholders,
which was filed with the SEC on April 2, 2004. Additional information
regarding the interests of such potential participants will be
included in the proxy statement and the other relevant documents
filed with the SEC when they become available.
(1) Operating cash flow, which
is defined as operating income before depreciation, amortization
and equity in net income of associated companies, represents
a non-GAAP financial measure. The Company believes that operating
cash flow is useful in evaluating its financial performance because
of their focus on results from operations before depreciation
and amortization.
(2) Free cash flow, which is
defined as net income before depreciation, amortization and deferred
income taxes, and less capital expenditures, (and the related
measure of free cash flow per share) represent non-GAAP financial
measures. The Company believes that free cash flow and free cash
flow per share are useful in evaluating its financial performance
because of their focus on cash generation in the business, which
is not impacted by depreciation, amortization and deferred income
taxes.
The Private Securities Litigation Reform Act of 1995 provides
a "Safe Harbor" for forward-looking statements. This
release contains information that may be deemed forward-looking
and that is based largely on the Company's current expectations
and is subject to certain risks, trends and uncertainties that
could cause actual results to differ materially from those anticipated.
Among such risks, trends and other uncertainties are changes
in advertising demand, newsprint prices, interest rates, labor
costs, legislative and regulatory rulings and other results of
operations or financial conditions, difficulties in integration
of acquired businesses or maintaining employee and customer relationships
and increased capital and other costs. The words "may,"
"will," "would," "could," "believes,"
"expects," "anticipates," "intends,"
"plans," "projects," "considers"
and similar expressions generally identify forward-looking statements.
Readers are cautioned not to place undue reliance on such forward-looking
statements, which are made as of the date of this release. The
Company does not publicly undertake to update or revise its forward-looking
statements.
Contacts:
- Dan Hayes, Director of Communications,
Lee Enterprises, dan.hayes@lee.net,
(563) 383-2163
- James V. Maloney, Director of
Shareholder Relations, Pulitzer Inc., jmaloney@pulitzer.net
(314) 340-8402
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