STOCK AND ASSET PURCHASE AGREEMENT by and between THE MCCLATCHY COMPANY and MEDIANEWS GROUP, INC. Dated April 26, 2006Stock and Asset Purchase Agreement • May 1st, 2006 • Medianews Group Inc • Newspapers: publishing or publishing & printing • Delaware
THIS STOCK AND ASSET PURCHASE AGREEMENT (“Agreement”) is made as of April 26, 2006 by and between MEDIANEWS GROUP, INC., a Delaware corporation (“Buyer”), and THE MCCLATCHY COMPANY, a Delaware corporation (“Seller” provided that following the Effective Time (as defined below), “Seller” shall mean the surviving corporation in the Merger (as defined below)).
MediaNews Group, Inc. 1560 Broadway Denver, Colorado 80202Investment Agreement • May 1st, 2006 • Medianews Group Inc • Newspapers: publishing or publishing & printing • New York
Reference is made to (1) the Stock and Asset Purchase Agreement, dated as of April 26, 2006 by and between The McClatchy Company (“McClatchy”) and MediaNews Group, Inc. (“MediaNews”) (the “MNG Purchase Agreement”) and (2) the Stock and Asset Purchase Agreement, dated as of April 26, 2006, between McClatchy and The Hearst Corporation (“Hearst”) (the “Hearst Purchase Agreement,” and together with the MNG Purchase Agreement, the “Purchase Agreements”). The purpose of this letter agreement is to memorialize the agreements between Hearst (“Hearst”) and MediaNews with regard to (A) the transactions contemplated by the Purchase Agreements and (B) the negotiation of an equity investment by Hearst in MediaNews.
MediaNews Group, Inc. 1560 Broadway Denver, Colorado 80202Investment Agreement • May 1st, 2006 • Medianews Group Inc • Newspapers: publishing or publishing & printing • Delaware
Reference is made to (i) the agreement (the “Acquisition Agreement”) entered into on the date hereof between MediaNews Group, Inc. (“MNG”) and The McClatchy Company (“McClatchy”) pursuant to which MNG has agreed to purchase the Contra Costa Times and the San Jose Mercury News and related publications (the “Publications”) and (ii) the agreement (the “Hearst Acquisition Agreement”) entered into on the date hereof between The Hearst Corporation (“Hearst”) and McClatchy pursuant to which Hearst has agreed to purchase The Monterey County Herald and The Saint Paul Pioneer Press and related publications.
