Clear Channel Communications Announces Amended Merger Agreement with Private Equity Group Co-Led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC
Clear Channel Communications, Inc. (NYSE: CCU) today announced that it has entered into an amendment to its previously announced merger agreement with a private equity group co-led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., providing for an increase to $39.00 per share in the price shareholders will receive in cash for each share of Clear Channel common stock they hold. This is an increase from the previous price of $37.60 per share in cash. The increased all-cash merger consideration of $39.00 per share represents a premium of approximately 33.3% over the average closing share price during the 60 trading days ended October 24, 2006, the day prior to Clear Channelís announcement of the board of directorsí decision to consider strategic alternatives. The board of directors of Clear Channel, with the interested directors recused from the vote, has unanimously approved the amended merger agreement and recommends that the shareholders approve the amended merger agreement and the merger.
In conjunction with the increased cash purchase price, Clear Channel agreed to pay certain fees if the merger does not close and Clear Channel subsequently consummates a sale of the company.
Clear Channel will promptly send updated proxy materials to shareholders and has rescheduled the Special Meeting of Shareholders to Tuesday, May 8, 2007, at 9:00 a.m., Central Daylight Savings Time, to allow shareholders time to consider the increase in merger consideration. Shareholders of record as of March 23, 2007 remain entitled to vote at the Special Meeting. Shareholders with questions about the merger or how to vote their shares should call the Companyís proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3427.
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