Clear Channel Reschedules Special Meeting Of Shareholders To April 19, 2007
Clear Channel Communications, Inc. (NYSE: CCU), a global leader in the radio broadcasting and out-of-home advertising industries, today announced that the Clear Channel Board of Directors has rescheduled the special meeting of shareholders regarding the proposed merger with the group led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC, and has set a new record date. Clear Channel shareholders of record as of March 23, 2007, will be entitled to vote at the special meeting which will now be held on April 19, 2007. Clear Channel’s disinterested directors continue to unanimously recommend that all Clear Channel shareholders vote FOR the proposed merger. Today’s action by the board was unanimously approved by the disinterested directors, with management and other interested directors recusing themselves.
The Company stated, “The disinterested directors of the Clear Channel Board considered the substantial trading volume in Clear Channel shares since the original record date for the special meeting, and as the original record date no longer reflects Clear Channel’s current stockholder base, determined to set a new record date to better align the economic and voting interests of all Clear Channel shareholders. The move will allow shareholders who have purchased shares since the original record date and who currently have economic stakes in the company to participate in the vote.”
The disinterested directors also concluded that postponing the special meeting until April 19 was necessary in light of the time required to prepare a revised proxy statement, mail the proxy statement to Clear Channel’s shareholder base as of the new record date and give current shareholders – many of whom did not become shareholders until after the original record date – a meaningful opportunity to review the new proxy materials and arrive at an informed judgment. Clear Channel wants to ensure that this important decision about the future of the Company is made by its current shareholders.
The special meeting will be held at 8:00 a.m. Central Time at the Westin Riverwalk Hotel, 420 Market Street, San Antonio, Texas.
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.
About Thomas H. Lee Partners, L.P. (“THL Partners”)
THL Partners is one of the oldest and most successful private equity investment firms in the United States. Since its founding in 1974, THL Partners has become the preeminent growth buyout firm, investing approximately $12 billion of equity capital in more than 100 businesses with an aggregate purchase price of more than $100 billion, completing over 200 add-on acquisitions for portfolio companies, and generating superior returns for its investors and partners. The firm currently manages approximately $20 billion of committed capital. Notable transactions sponsored by the firm include Dunkin Brands, Nielsen, Michael Foods, Houghton Mifflin Company, Fisher Scientific, Experian, TransWestern, Snapple Beverage and ProSiebenSat1 Media.
About Bain Capital Partners, LLC (“Bain Capital”)
Bain Capital (www.baincapital.com) is a global private investment firm that manages several pools of capital including private equity, high-yield assets, mezzanine capital and public equity with more than $40 billion in assets under management. Since its inception in 1984, Bain Capital has made private equity investments and add-on acquisitions in over 230 companies around the world, including investments in a broad range of companies such as Burger King, HCA, Warner Chilcott, Toys “R” Us, AMC Entertainment, Sensata Technologies, Burlington Coat Factory and ProSiebenSat1 Media. Headquartered in Boston, Bain Capital has offices in New York, London, Munich, Tokyo, Hong Kong and Shanghai.
Clear Channel Communications intends to file a revised proxy statement and other documents regarding the proposed acquisition of Clear Channel Communications 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 revised proxy statement regarding the acquisition, carefully in its entirety when it becomes available, because it contains important information about the proposed transaction. A revised definitive proxy statement will be sent to the shareholders of Clear Channel Communications seeking their approval of the transaction. Investors and security holders may obtain free copies of the proxy statement, and other documents filed with, or furnished to, the SEC by Clear Channel Communications at the SEC’s website at http://www.sec.gov. In addition, a stockholder who wishes to receive a copy of the proxy materials, without charge, should submit this request to the Company’s proxy solicitor, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th Floor, New York, New York 10022 or by calling Innisfree toll-free at (877) 456-3427.
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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