Tribune And Times Mirror Complete Merger

Market Wire, 20050229

Tribune Company has completed its merger with The Times Mirror Company to create a major-market multimedia leader, with operations in broadcasting, publishing and interactive in 18 of the top 30 markets. Tribune is now the only media company with a television-newspaper-interactive combination in the top three markets--New York, Los Angeles and Chicago--and reaches nearly 80 percent of U.S. households.

The previously announced merger was completed following Tribune and Times Mirror shareholder approvals at meetings both companies held today.

"Tribune is the nation's premier local-market media company, with extensive broadcasting, publishing and interactive operations in major markets," said John W. Madigan, Tribune chairman, president and chief executive officer. "Tribune has led the way in media convergence. Today, our cross-media assets create a tremendous competitive advantage as industry convergence accelerates.

"The integration of our two companies began in mid-April, and we have already made significant changes to move the company forward. With more than 30,000 talented employees and $6 billion in revenues, we are extremely well positioned to grow our media businesses and create value for our shareholders," Madigan said.

"Tribune's national reach, combined with strong local franchises, uniquely positions us to meet the needs of advertisers, create choices for consumers and capture national advertising revenues to build and grow our businesses," said Dennis J. FitzSimons, Tribune executive vice president. "National and local advertisers want to reach larger audiences in major markets. With our great media franchises concentrated in the top 30 markets, we're positioned to deliver for both advertisers and consumers."

At Tribune Company's special shareholders meeting today in Chicago, approximately 76 percent of the shares entitled to vote were cast in favor of the merger. At Times Mirror's special shareholders meeting in Los Angeles, approximately 85 percent of the shares entitled to vote were cast in favor of the merger.

In the merger, valued at $8 billion in cash and stock, each share of Times Mirror common stock not owned by Tribune, and for which a cash election was not made, will be converted into 2.5 shares of Tribune common stock.

Tribune Company's board of directors today appointed four new members: Jeffrey Chandler, president and chief executive officer of Chandler Ranch Co.; Roger Goodan, vice president/marketing for Schlumberger Oilfield Services North America; William Stinehart, Jr., partner at law firm Gibson, Dunn & Crutcher LLP; and Thomas Unterman, managing partner and chief executive officer of Rustic Canyon Group.

Tribune Media Net capitalizes on cross-media assets

Tribune Publishing has targeted more than $40 million in new revenue from national newspaper advertising and cross-media revenues in 2001. To aggressively pursue increased national advertising opportunities, Tribune recently announced the creation of Tribune Media Net, a national sales organization for the publishing group that capitalizes on the company's cross- media assets to grow general advertising sales. David P. Murphy, most recently Chicago Tribune vice president/marketing and sales, was named Tribune Media Net president, where he oversees national advertising for all Tribune newspapers and leads cross-media sales efforts.

New organization positions Tribune to "win in classifieds"

To improve its share of local classified advertising dollars, Tribune recently announced the creation of Tribune Classified Services, a product development organization that positions Tribune's print and interactive suite of classified-advertising products in each of its markets. Timothy J. Landon was appointed Tribune Classified Services president, responsible for Tribune's overall classified advertising strategy for cross-media opportunities. Landon has extensive experience in developing and building classified advertising businesses, including a major role in the creation of Classified Ventures, an online classified advertising service funded by Tribune and six other media companies. Classified Ventures' businesses include cars.com, apartments.com, newhomenetwork.com and auctions.com.

The merger with Times Mirror strengthens Tribune's interactive classifieds position as a leader in key advertising categories, including job recruitment, real estate and automotive, with increased stakes in CareerPath and Classified Ventures. Tribune now holds a 35 percent stake in CareerPath, an online career-management site funded by Tribune and six leading media companies, and a 34 percent stake in Classified Ventures. Coupled with its 27 percent investment in BrassRing Inc., Tribune now has the scope and scale to significantly increase classified advertising revenue opportunities both nationally and locally. BrassRing is a business-to-business hiring-management and job-recruitment company co- founded in 1999 by Tribune Company, The Washington Post Company and investment firm Accel Partners.