07.05.2007 17:00:00
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Clear Channel Communications, Inc. in Discussions With Private Equity Group Co-Led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC Regarding a Revised Merger Proposal
Clear Channel Communications, Inc. (NYSE:CCU) today announced that the
board of directors is in discussions with the private equity group
co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.
regarding a possible change in the terms and structure of the proposed
merger between an affiliate of the private equity group and Clear
Channel.
Currently under discussion is a proposal that contemplates (i) an
increase in the merger consideration to be paid to all shareholders from
$39.00 to $39.20 per share and (ii) the opportunity for each
unaffiliated shareholder to elect between cash and stock in the
surviving corporation in the merger (up to an aggregate cap equivalent
to 30% of the outstanding shares immediately following the merger (or
approximately 6% before the merger)).
The board of directors rescheduled the Special Meeting of Shareholders
to Tuesday, May 22, 2007, at 1:00 p.m., Central Daylight Savings Time,
to allow the board of directors sufficient time to complete its
discussions with the private equity group, consult with its significant
shareholders and further develop the buyer’s
proposal to issue in the merger equity in the surviving corporation.
On May 3, 2007, the board of directors of Clear Channel, with L. Lowry
Mays, Mark Mays, Randall Mays and B.J. McCombs recused from the vote,
determined not to accept a similar proposal from the private equity
group, citing concerns that the change in structure would require a
delay in the date of the special meeting of up to 90 days with no
certainty that the merger would be approved by the Company's
shareholders. Since that time, a number of shareholders of Clear
Channel, including some of its largest shareholders, have contacted
members of the board or its financial advisor and asked the board to
delay the date of the special meeting in order to provide them an
opportunity to consult with the board on the proposed change in
structure and terms.
Shareholders of record as of March 23, 2007 will remain entitled to vote
at the Special Meeting to be held on May 22, 2007. The proxy cards
previously mailed to shareholders remain valid. If you previously
submitted a validly executed proxy card for the Special Meeting, which
proxy has not been subsequently revoked, and you were a holder of record
as of 5:00 p.m. Central Daylight Savings Time on March 23, 2007, your
vote will be recorded as indicated on your proxy card or if you signed
and dated your proxy card but did not indicate how you wished to vote,
your proxy will be voted in favor of the adoption of the merger
agreement.
Shareholders with questions about the merger or how to vote their shares
should call the Company’s proxy solicitor,
Innisfree M&A Incorporated, toll free at 877-456-3427.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and
entertainment company specializing in "gone-from-home”
entertainment and information services for local communities and
premiere opportunities for advertisers. Based in San Antonio, Texas, the
company’s businesses include radio,
television and outdoor displays. More information is available at www.clearchannel.com.
The Company has previously filed a proxy statement and supplement to
proxy statement and other documents regarding the proposed acquisition
of the Company with the Securities and Exchange Commission (the "SEC”).
BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS AND SECURITY
HOLDERS OF CLEAR CHANNEL COMMUNICATIONS ARE URGED TO READ THE PROXY
STATEMENT AND ALL SUPPLEMENTS TO THE PROXY STATEMENT REGARDING THE
ACQUISITION, CAREFULLY IN THEIR ENTIRETY.
Certain Information Concerning Participants
The Company and its directors, executive officers and other members of
its management and employees may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the
transactions. Information concerning the interests of the Company and
the other participants in the solicitation is set forth in the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission in connection with the transactions and Annual Reports on
Form 10-K, previously filed with the Securities and Exchange Commission.
B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (collectively,
the "Fincos”) and
certain affiliates and representatives of the Fincos may be deemed to be
participants in the solicitation of proxies from the Company’s
stockholders in connection with the transactions. Information concerning
the interests of the Fincos and their affiliates and representatives in
the solicitation is set forth in the Company’s
definitive proxy statement filed with the Securities and Exchange
Commission in connection with the transactions.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current
Clear Channel management expectations. Those forward-looking statements
include all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in any
forward-looking statements. These factors include, but are not limited
to, (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (2) the
outcome of any legal proceedings that have been or may be instituted
against Clear Channel and others relating to the merger agreement;
(3) the inability to complete the merger due to the failure to obtain
shareholder approval or the failure to satisfy other conditions to
completion of the merger, including expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and
approval by the Federal Communications Commission; (4) the failure to
obtain the necessary debt financing arrangements set forth in commitment
letters received in connection with the merger; (5) risks that the
proposed transaction disrupts current plans and operations and the
potential difficulties in employee retention as a result of the merger;
(6) the ability to recognize the benefits of the merger; (7) the amount
of the costs, fees, expenses and charges related to the merger and the
actual terms of certain financings that will be obtained for the merger;
and (8) the impact of the substantial indebtedness incurred to finance
the consummation of the merger; and other risks that are set forth in
the "Risk Factors,” "Legal Proceedings”
and "Management Discussion and Analysis of
Results of Operations and Financial Condition”
sections of Clear Channel’s SEC filings. Many
of the factors that will determine the outcome of the subject matter of
this press release are beyond Clear Channel’s
ability to control or predict. Clear Channel undertakes no obligation to
revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise.
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