Friday, May 25, 2007


May 25, 2007

Tribune Announces Preliminary Results of Tender Offer

CHICAGO, May 25, 2007 –- Tribune Company (NYSE: TRB) today announced the preliminary results of its stock tender offer which expired at 5:00 p.m., New York City time, on Thursday, May 24, 2007. Based on the preliminary count by the depositary for the tender offer, approximately 224 million shares were tendered by shareholders, representing approximately 92 percent of the shares outstanding.

The tender offer to repurchase up to 126,000,000 shares of the company’s common stock for $34.00 per share was made pursuant to the previously disclosed merger agreement among Tribune, the Tribune Employee Stock Ownership Plan (ESOP), the ESOP’s merger subsidiary and an affiliate of Sam Zell.

Because more than 126,000,000 shares were tendered, the company will purchase shares on a pro rata basis. “Odd lots”—stock holdings of less than 100 shares—will not be prorated. The proration of shares will be based on the ratio of the number of shares properly tendered and not properly withdrawn by a shareholder to the total number of shares properly tendered and not properly withdrawn by all shareholders, other than “odd lot” holders.

The number of shares tendered is preliminary and subject to verification by the depositary. The Company will commence payment for shares purchased in the tender offer promptly upon determination of the final proration factor and in any event no later than June 5, 2007. Payment for shares purchased will be made in cash, without interest.

Merrill Lynch & Co., Citigroup Global Markets Inc., J.P. MorganSecurities Inc. and Banc of America Securities LLC served as Co-Dealer Managers for the tender offer. Innisfree M&A Incorporated served as Information Agent and Computershare Trust Company, N.A. served as the Depositary. Any questions about the tender offer may be directed to Innisfree M&A at 501 Madison Avenue, New York, NY 10022, telephone 877/825-8621 (banker and brokerage firms call collect 212/750-5833).

Full report can be viewed online here.

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