Filed by The McClatchy Company Pursuant to Rule 425
Under the Securities Act of 1933
And Deemed Filed Pursuant to Rule 14a-12
Under the Securities Exchange Act of 1934
Subject Company: Knight-Ridder, Inc.
Commission File No.: 001-07553
This filing consists of an investor slide presentation posted on The McClatchy Companys website on March 13, 2006.
McClatchy McClatchy Acquisition of Knight Ridder Acquisition of Knight Ridder Investor Presentation Investor Presentation |
2 Outline Outline Opening Remarks Opening Remarks Rationale for Acquisition Rationale for Acquisition Overview of Knight Ridder Overview of Knight Ridder McClatchys Portfolio Strategy McClatchys Portfolio Strategy Combination Efficiencies Combination Efficiencies Financial Impact Financial Impact Summary Summary Q&A Q&A |
3 Forward-looking Information Forward-looking Information Statements in this presentation regarding the proposed transaction between McClatchy and Knight Ridder, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the
transaction, divestiture plan, future opportunities for the combined
company and any other statements about McClatchy or Knight Ridder managements 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 transaction, the ability of McClatchy to successfully integrate Knight Ridders operations and employees; the ability to realize anticipated synergies and cost savings; and the other factors described in McClatchys and Knight Ridders separate Annual Reports on Form 10-K
for the year ended December 25, 2005. McClatchy and Knight
Ridder disclaim any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.
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4 Opening Remarks Opening Remarks Gary Pruitt Gary Pruitt Chairman, President and Chairman, President and CEO, McClatchy CEO, McClatchy Once in a lifetime acquisition opportunity Adds 18 of countrys premium markets to our portfolio Exit 11 non-core markets Companies are a great fit Culture Mission Geography Financially attractive for all shareholders Sustain and advance journalism values |
5 Rationale for Acquisition Rationale for Acquisition Unique opportunity to acquire 20 newspapers in Unique opportunity to acquire 20 newspapers in highly attractive markets highly attractive markets Divest 12 papers that do not fit our strict criteria Divest 12 papers that do not fit our strict criteria Capitalize on operational upside and cost synergies Capitalize on operational upside and cost synergies Financially attractive transaction Financially attractive transaction Accretive to free cash flow per share (mid-teens percent) Accretive to free cash flow per share (mid-teens percent) Moderately dilutive to GAAP EPS (mid-single digit percent) Moderately dilutive to GAAP EPS (mid-single digit percent) Investment grade profile Investment grade profile Creates leveraged-equity returns for shareholders Creates leveraged-equity returns for shareholders Opportunity to do more of what McClatchy does best Opportunity to do more of what McClatchy does best Grow print and online Grow print and online Acquire, integrate and improve newspapers Acquire, integrate and improve newspapers |
6 We Believe in the Future of We Believe in the Future of Newspapers Newspapers Print and online reach growing in virtually every Print and online reach growing in virtually every market market In November 2005, 1/3 of domestic internet users visited In November 2005, 1/3 of domestic internet users visited newspaper websites newspaper websites Newspapers widely read Newspapers widely read Reach approximately 70% of U.S. adults in any 5-day week Reach approximately 70% of U.S. adults in any 5-day week Reach approximately 60% of U.S. adults in top 50 markets on Reach approximately 60% of U.S. adults in top 50 markets on any given Sunday any given Sunday Local newspapers provide unique content to readers Local newspapers provide unique content to readers and a unique audience to our advertisers and a unique audience to our advertisers Almost $40 billion spent in newspapers Almost $40 billion spent in newspapers Almost 40% share of total advertising Almost 40% share of total advertising |
7 Audience Reach Audience Reach Read Sunday newspaper Read Sunday newspaper Viewed 2006 Super Bowl Viewed 2006 Super Bowl Source: Source: Scarborough Scarborough Research, Research, MediaMarket MediaMarket Research, Research, Nielsen Nielsen Media Media Research. Research. 124,100 124,100 90,700 90,700 Total Total Adults Adults (#s in 000s) (#s in 000s) 55.9% 55.9% 40.8% 40.8% % of % of Total Total |
8 32 daily newspapers in 29 markets 32 daily newspapers in 29 markets Daily circulation of 3.1 million Daily circulation of 3.1 million Sunday circulation of 4.1 million Sunday circulation of 4.1 million 51 community newspapers 51 community newspapers 14 free distribution newspapers 14 free distribution newspapers Attractive internet assets Attractive internet assets Revenue of $3.1 billion; Pro Forma EBITDA of Revenue of $3.1 billion; Pro Forma EBITDA of $638 million $638 million (1) (1) 18,500 employees 18,500 employees 84 Pulitzer Prizes 84 Pulitzer Prizes Overview of Knight Ridder Overview of Knight Ridder (1) Pro forma for the acquisition of The (1) Pro forma for the acquisition of The The (Boise) Idaho Statesman, The (Boise) Idaho Statesman, The Idaho Statesman, The , The The (Olympia, WA) Olympian (Olympia, WA) Olympian Olympian and The Bellingham and The Bellingham The Bellingham (WA) Herald (WA) Herald Herald and the sale of interests in the Detroit Free Press and the sale of interests in the Detroit Free
Press Detroit Free Press and The Tallahassee Democrat. and The Tallahassee Democrat. The
Tallahassee Democrat. . |
9 Knight Ridders Newspapers Knight Ridders Newspapers Wichita, KS The Wichita Eagle Kansas City, MO The Kansas City Star The Olathe Daily News Bradenton, FL The Bradenton Herald Aberdeen, SD American News Fort Worth, TX Fort Worth Star-Telegram San Jose, CA San Jose Mercury News Akron, OH Beacon Journal Grand Forks, ND Grand Forks Herald Miami, FL The Miami Herald el Nuevo Herald Duluth, MN Duluth News Tribune Columbus, GA Ledger-Enquirer Biloxi, MS Sun Herald St. Paul, MN St. Paul Pioneer Press Charlotte, NC The Charlotte Observer Belleville, IL News-Democrat Columbia, SC The State Myrtle Beach, SC The Sun News Fort Wayne, IN The News-Sentinel Contra Costa, CA Contra Costa Times Monterey, CA The Monterey County Herald San Luis Obispo, CA The Tribune State College, PA Centre Daily Times Wilkes-Barre, PA The Times Leader Philadelphia, PA The Philadelphia Inquirer Philadelphia Daily News Macon, GA The Macon Telegraph Lexington, KY Lexington Herald-Leader Boise, ID The Idaho Statesman Olympia, WA The Olympian Bellingham, WA The Bellingham Herald |
10 Large Investment Portfolio Large Investment Portfolio Off balance sheet assets conservatively Off balance sheet assets conservatively valued at $500 million valued at $500 million |
11 Knight Ridder Knight Ridder Internet Investments Internet Investments 33.3% CareerBuilder 33.3% CareerBuilder 100% Real Cities Network 100% Real Cities Network 21.5% Classified Ventures 21.5% Classified Ventures |
12 Knight Ridder Knight Ridder Other Investments Other Investments 49.5% Seattle Times Company 49.5% Seattle Times Company 33.3% SP Newsprint 33.3% SP Newsprint 13.5% Ponderay Newsprint 13.5% Ponderay Newsprint |
13 This Acquisition Meets Our This Acquisition Meets Our Core Objectives Core Objectives Growth markets Growth markets Quality newspapers Quality newspapers Newspaper growth opportunities Newspaper growth opportunities Cash flow positive Cash flow positive Earnings accretive within reasonable Earnings accretive within reasonable amount of time amount of time IRR greater than our cost of capital IRR greater than our cost of capital |
14 Minneapolis Star Tribune Minneapolis Star Tribune (MN) (MN) Sacramento Sacramento Bee Bee (CA) (CA) Raleigh News & Observer Raleigh News & Observer (NC) (NC) Fresno Fresno Bee Bee (CA) (CA) Tacoma Tacoma News Tribune News Tribune (WA) (WA) Modesto Modesto Bee Bee (CA) (CA) Anchorage Daily News Anchorage Daily News (AK) (AK) McClatchys Successful McClatchys Successful Integration Track Record Integration Track Record Top Papers - Top Papers - Current Current Daily Circulation Daily Circulation 378,646 378,646 290,553 290,553 166,774 166,774 157,135 157,135 123,217 123,217 82,845 82,845 67,417 67,417 Note: Yellow indicates acquired papers. Note: Yellow indicates acquired papers. Source: ABC Report, September 2005. Source: ABC Report, September 2005. |
15 Daily Circulation Daily Circulation 378,646 378,646 295,343 295,343 290,553 290,553 261,924 261,924 224,017 224,017 218,960 218,960 166,774 166,774 157,135 157,135 123,217 123,217 112,828 112,828 McClatchys Largest Papers McClatchys Largest Papers Minneapolis Minneapolis Star Tribune Star Tribune (MN) (MN) Miami Herald Miami Herald (FL) (FL) Sacramento Bee Sacramento Bee (CA) (CA) Kansas City Star Kansas City Star (MO) (MO) Fort Worth Star-Telegram Fort Worth Star-Telegram (TX) (TX) Charlotte Charlotte Observer Observer (NC) (NC) Raleigh News & Observer Raleigh News & Observer (NC) (NC) Fresno Fresno Bee Bee (CA) (CA) Tacoma Tacoma News Tribune News Tribune (WA) (WA) Columbia State Columbia State (SC) (SC) Pro Forma Pro Forma Note: Yellow indicates acquired Knight Ridder Note: Yellow indicates acquired Knight Ridder Ridder papers. papers. Source: ABC Report, September 2005. Source: ABC Report, September 2005. |
16 McClatchy/Knight Ridder McClatchy/Knight Ridder 2005 Comparison 2005 Comparison Revenues Revenues OCF OCF (1) (1) ($ in millions, circ in 000s) ($ in millions, circ in 000s) Margin Margin (1) (1) Equals Equals operating operating income income plus plus depreciation depreciation and and amortization. amortization. Before Before corporate corporate expenses. expenses. (2) (2) Knight Knight Ridder Ridder revenues revenues adjusted adjusted for for circulation circulation expense expense for for comparability comparability to to McClatchy. McClatchy. 2004-2009 2004-2009 HH Growth HH Growth Avg Circ Avg Circ Knight Ridder Knight Ridder (2) (2) $2,876 $2,876 718 718 24.9% 24.9% 107 107 8.2% 8.2% McClatchy McClatchy 1,186 1,186 360 360 30.4% 30.4% 11.9% 11.9% 117 117 |
17 Integration Strategy Integration Strategy Focus on growth by individual market Focus on growth by individual market Divest assets in markets with slower Divest assets in markets with slower growth growth Proceeds used to reduce leverage Proceeds used to reduce leverage Create larger McClatchy-plus Create larger McClatchy-plus portfolio portfolio |
18 Aberdeen American News (SD) Akron Beacon Journal (OH) Contra Costa Times (CA) Duluth News Tribune (MN) Fort Wayne News-Sentinel (IN) Grand Forks Herald (ND) Monterey Herald (CA) Philadelphia Daily News (PA) Philadelphia Inquirer (PA) San Jose Mercury News (CA) St. Paul Pioneer Press (MN) Wilkes-Barre Times Leader (PA) Anticipated Divestiture Plan Anticipated Divestiture Plan Belleville News-Democrat (IL) Bellingham Herald (WA) Biloxi Sun Herald (MS) Boise Statesman (ID) Bradenton Herald (FL) Charlotte Observer (NC) Columbia State (SC) Columbus Ledger-Enquirer (GA) El Nuevo Herald (FL) Fort Worth Star-Telegram (TX) Kansas City Star (MO) Lexington Herald - Leader (KY) Macon Telegraph (GA) Miami Herald (FL) Myrtle Beach Sun News (SC) Olathe News (KS) Olympia Olympian (WA) San Luis Obispo Tribune (CA) State College Centre Daily Times (PA) Wichita Eagle (KS) Source: Strategic Resources Corporation (SRC), 2005. Source: Strategic Resources Corporation (SRC), 2005. Papers to be Retained 2004-2009 Household Growth = 11.1% Papers to be Divested 2004-2009 Household Growth = 4.8% |
19 McClatchy/Knight Ridder McClatchy/Knight Ridder 2005 Comparison 2005 Comparison Revenues Revenues OCF OCF (1) (1) ($ in millions, circ in 000s) ($ in millions, circ in 000s) Margin Margin 2004-2009 2004-2009 HH Growth HH Growth Avg Circ Avg Circ Knight Ridder Knight Ridder (2) (2) $2,876 $2,876 718 718 24.9% 24.9% 107 107 8.2% 8.2% McClatchy McClatchy 1,186 1,186 360 360 30.4% 30.4% 11.9% 11.9% 117 117 Divest Divest (2) (2) 1,230 1,230 219 219 17.8% 17.8% 4.8% 4.8% 126 126 (1) (1) Equals Equals operating operating income income plus plus depreciation depreciation and and amortization. amortization. Before Before corporate corporate expenses. expenses. (2) Knight Ridder (2) Knight Ridder Ridder revenues adjusted for circulation expense for comparability to McClatchy. revenues adjusted for circulation expense for comparability to McClatchy. McClatchy. |
20 Knight Ridder Papers Retained Knight Ridder Papers Retained Kansas City, MO The Kansas City Star The Olathe Daily News Bradenton, FL The Bradenton Herald Fort Worth, TX Fort Worth Star-Telegram Columbus, GA Ledger-Enquirer Biloxi, MS Sun Herald Charlotte, NC The Charlotte Observer Columbia, SC The State Myrtle Beach, SC The Sun News San Luis Obispo, CA The Tribune Macon, GA The Macon Telegraph Lexington, KY Lexington Herald-Leader Boise, ID The Idaho Statesman Bellingham, WA The Bellingham Herald Olympia, WA The Olympian Miami, FL The Miami Herald el Nuevo Herald Wichita, KS The Wichita Eagle Belleville, IL News-Democrat State College, PA Centre Daily Times |
21 McClatchy/Knight Ridder McClatchy/Knight Ridder 2005 Comparison 2005 Comparison Revenues Revenues OCF OCF (1) (1) ($ in millions, circ in 000s) ($ in millions, circ in 000s) Margin Margin 2004-2009 2004-2009 HH Growth HH Growth Avg Circ Avg Circ Knight Ridder Knight Ridder (2) (2) $2,876 $2,876 718 718 24.9% 24.9% 107 107 8.2% 8.2% McClatchy McClatchy 1,186 1,186 360 360 30.4% 30.4% 11.9% 11.9% 117 117 Retain Retain (2) (2) 1,646 1,646 499 499 30.3% 30.3% 11.1% 11.1% 96 96 Divest Divest (2) (2) 1,230 1,230 219 219 17.8% 17.8% 4.8% 4.8% 126 126 (1) (1) Equals Equals operating operating income income plus plus depreciation depreciation and and amortization. amortization. Before Before corporate corporate expenses. expenses. (2) (2) 2) Knight Knight Ridder Ridder revenues revenues adjusted adjusted for for circulation circulation expense expense for for comparability comparability to to McClatchy. McClatchy. |
22 Combined Newspapers Combined Newspapers Kansas City, MO Kansas City Star Olathe Daily News Tacoma, WA The News Tribune Kennewick WA Tri-City Herald Boise, ID The Idaho Statesman Minneapolis, MN Star Tribune Beaufort, SC Beaufort Gazette Bluffton, SC Island Packet Raleigh, NC News & Observer Charlotte, NC Charlotte Observer Myrtle Beach, SC The Sun News Macon, GA The Telegraph Lexington, KY Lexington Herald Leader Columbia, SC The State Columbus, GA Columbus Ledger-Enquirer Fort Worth, TX Fort Worth Star-Telegram Biloxi, MS The Sun Herald Bradenton, FL Bradenton Herald Fresno, CA Fresno Bee San Luis Obispo, CA The Tribune Olympia, WA The Olympian Merced, CA Merced Sun-Star Sacramento, CA Sacramento Bee Modesto, CA Modesto Bee Bellingham, WA The Bellingham Herald Rock Hill, SC The Herald Anchorage, AK Daily News Miami, FL The Miami Herald el Nuevo Herald Wichita KS The Wichita Eagle State College, PA Centre Daily Times Belleville, IL News-Democrat |
23 McClatchy/Knight Ridder McClatchy/Knight Ridder 2005 Comparison 2005 Comparison Revenues Revenues OCF OCF (1) (1) ($ in millions, circ in 000s) ($ in millions, circ in 000s) Margin Margin 2004-2009 2004-2009 HH Growth HH Growth Avg Circ Avg Circ Knight Ridder Knight Ridder (2) (2) $2,876 $2,876 718 718 24.9% 24.9% 107 107 8.2% 8.2% McClatchy McClatchy 1,186 1,186 360 360 30.4% 30.4% 11.9% 11.9% 117 117 Retain Retain (2) (2) 1,646 1,646 499 499 30.3% 30.3% 11.1% 11.1% 96 96 Combined Combined 104 104 2,832 2,832 859 859 30.3% 30.3% 11.4% 11.4% Divest Divest (2) (2) 1,230 1,230 219 219 17.8% 17.8% 4.8% 4.8% 126 126 (1) (1) Equals Equals operating operating income income plus plus depreciation depreciation and and amortization. amortization. Before Before corporate corporate expenses. expenses. (2) (2) 2) Knight Knight Ridder Ridder revenues revenues adjusted adjusted for for circulation circulation expense expense for for comparability comparability to to McClatchy. McClatchy. |
24 Pro Forma for Divestitures Pro Forma for Divestitures Gannett Gannett McClatchy/Knight Ridder McClatchy/Knight Ridder Tribune Tribune Dow Jones Dow Jones Newhouse Newhouse New York Times New York Times Media News Media News Lee Lee Hearst Hearst E.W. Scripps E.W. Scripps 7,251,590 7,251,590 3,248,889 3,248,889 2,697,014 2,697,014 2,514,717 2,514,717 2,362,802 2,362,802 2,218,057 2,218,057 1,894,221 1,894,221 1,604,871 1,604,871 1,452,422 1,452,422 1,317,436 1,317,436 1. 1. 2. 2. 3. 3. 4. 4. 5. 5. 6. 6. 7. 7. 8. 8. 9. 9. 10. 10. Top U.S. Newspaper Companies by Top U.S. Newspaper Companies by Daily Circulation Daily Circulation Source: ABC Report, September 2005. Source: ABC Report, September 2005. |
25 Pro Forma McClatchy Pro Forma McClatchy 32 daily newspapers 32 daily newspapers Approximately 50 non-daily / community titles Approximately 50 non-daily / community titles 2nd largest newspaper group based on daily 2nd largest newspaper group based on daily circulation circulation Combined 2005 Revenue: $2,832 million Combined 2005 Revenue: $2,832 million Combined 2005 EBITDA: $754 million before Combined 2005 EBITDA: $754 million before cost synergies cost synergies Approximately 20,000 employees Approximately 20,000 employees |
26 Combination Efficiencies Combination Efficiencies Cost reduction in excess of $60 million annually Cost reduction in excess of $60 million annually Corporate downsizing Corporate downsizing Internet opportunities Internet opportunities Newspaper efficiencies Newspaper efficiencies Avoid newspaper layoffs Avoid newspaper layoffs Sustain news quality Sustain news quality Revenue opportunities - Revenue opportunities - not reflected in not reflected in synergies above synergies above |
27 Transaction Summary Transaction Summary Consideration Consideration Total Consideration Total Consideration to Shareholders to Shareholders $67.25 in total value per share $67.25 in total value per share $40.00 in cash $40.00 in cash .5118 fraction of a Class A .5118 fraction of a Class A McClatchy share McClatchy share 34.3 million new Class A 34.3 million new Class A McClatchy shares (fixed ratio) McClatchy shares (fixed ratio) $2.7 billion in cash $2.7 billion in cash |
28 Transaction Summary Transaction Summary Transaction Value Transaction Value Adjusted Transaction Value Adjusted Transaction Value $6.5 billion $6.5 billion $1.8 billion of McClatchy $1.8 billion of McClatchy stock issued (27%) stock issued (27%) $4.7 billion of cash and $4.7 billion of cash and assumed debt (73%) assumed debt (73%) $6.0 billion, assuming $500 $6.0 billion, assuming $500 million in value for off balance million in value for off balance sheet assets sheet assets |
29 Implied Transaction Multiples Implied Transaction Multiples 2005 EBITDA Multiple 2005 EBITDA Multiple 2005 EBITDA Multiple with synergies 2005 EBITDA Multiple with synergies (1) (1) 2006 EBITDA Multiple with synergies 2006 EBITDA Multiple with synergies (1) (1) 2006 2006 EBITDA EBITDA Multiple after Multiple after divestitures divestitures and synergies and synergies (1)(2) (1)(2) 9.5x 9.5x Note: Assumes $500 million valuation for off balance sheet assets. Note: Assumes $500 million valuation for off balance sheet assets. ts. (1) Assumes $60 million of full year synergies. (1) Assumes $60 million of full year synergies. (2) Final multiple dependent on execution of divestitures. (2) Final multiple dependent on execution of divestitures. 8.7x 8.7x 8.4x 8.4x 9.0x 9.0x 9.5x 9.5x |
30 Pro Forma Leverage Pro Forma Leverage $3.75 billion fully committed credit $3.75 billion fully committed credit facilities facilities LTM leverage at closing of 4.8x LTM leverage at closing of 4.8x Pro forma for divestitures leverage will be Pro forma for divestitures leverage will be under 4.0x under 4.0x Investment grade credit profile Investment grade credit profile Strong, stable free cash flow Strong, stable free cash flow Healthy delevering over time Healthy delevering over time |
31 Expected Timeline to Expected Timeline to Completion Completion Hart-Scott-Rodino filing with DOJ Hart-Scott-Rodino filing with DOJ File S-4 Proxy statement File S-4 Proxy statement Special Shareholders Meeting Special Shareholders Meeting Anticipated closing date Anticipated closing date Action Action End of March End of March Early Early Mid April Mid April Mid June Mid June Summer 2006 Summer 2006 Date Date |
32 New McClatchy Highlights New McClatchy Highlights Acquisition as structured fits our exacting criteria Acquisition as structured fits our exacting criteria Focus on high growth markets Focus on high growth markets Strongly accretive to free cash flow and growth Strongly accretive to free cash flow and growth Maintain strong balance sheet and investment grade profile Maintain strong balance sheet and investment grade profile Opportunity to enhance newspaper operations Opportunity to enhance newspaper operations Adds attractive internet assets Adds attractive internet assets Grows our core business Grows our core business print and online local print and online local information information |
33 Q+A Q+A |
McClatchy McClatchy |
35 McClatchy plans to file with the SEC a Registration Statement on Form S-4 in connection with the transaction, and McClatchy and Knight Ridder plan to file with the SEC and mail to their respective stockholders an Information
Statement/Proxy Statement/Prospectus in connection with the transaction. The Registration Statement and the Information Statement/Proxy
Statement/Prospectus will contain important information about McClatchy,
Knight Ridder, the transaction and related matters. Investors and security holders are urged to read the Registration Statement and the Information Statement/Proxy Statement/Prospectus carefully when they are available. Investors and security holders will be able to obtain free copies of the Registration Statement and the Information Statement/Proxy Statement/Prospectus 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 will be able to obtain free copies of the Registration
Statement and the Information Statement/Proxy Statement/Prospectus when they become available 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 stockholders of Knight
Ridder in connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the
transaction described herein will be included in the Information Statement/Proxy Statement/Prospectus described above. Additional information regarding these directors and executive officers is also included in McClatchys proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or about March 28, 2005. This document is available free of charge at the SECs 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 stockholders of Knight Ridder in connection with the transaction described herein. Information regarding the
special interests of these directors and executive officers in the transaction described herein will be included in the Information Statement/Proxy Statement/Prospectus described above. Additional
information regarding these directors and executive officers is also included in Knight Ridders proxy statement for its 2005 Annual Meeting of Stockholders, which was filed with the SEC on or about March 24, 2005. This document is available free of charge at the SECs 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. Important Additional Information Important Additional Information Will be Filed with the SEC Will be Filed with the SEC |