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.
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