Clear Channel Communications Announces Second Amendment to Merger Agreement with Private Equity Group Co-Led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P.
Clear Channel Communications, Inc. (NYSE: CCU) today announced that it has entered into a second amendment to its previously announced merger agreement with a private equity group co-led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC. Under the terms of the merger agreement, as amended, Clear Channel shareholders will receive $39.20 in cash for each share they own plus additional per share consideration, if any, if the closing of the merger occurs after December 31, 2007. This is an increase from the previous cash consideration of $39.00 per share.
As an alternative to receiving the $39.20 per share cash consideration, Clear Channelís unaffiliated shareholders will be offered the opportunity on a purely voluntary basis to exchange some or all of their shares of Clear Channel common stock on a one-for-one basis for shares of Class A common stock in the new corporation formed by the private equity group to acquire Clear Channel, plus the additional per share consideration, if any.
The board of directors of Clear Channel, with the interested directors recused from the vote, has unanimously approved the second amendment to the merger agreement and recommends that the shareholders approve the amended merger agreement and the merger. The board of directors of Clear Channel makes no recommendation with respect to the voluntary stock election or the Class A common stock of the new corporation.
The total number of Clear Channel shares that may elect to receive shares in the new corporation is approximately 30.6 million. These shares would have a total value of approximately $1.2 billion (at the $39.20 per share cash consideration) and represent approximately 30% of the outstanding capital stock of the new corporation immediately following the closing of the merger. The terms of the merger agreement, as amended, provide that no shareholder will be allocated a number of shares representing more than 9.9% of the outstanding capital stock of the new corporation immediately following the closing of the merger.
If Clear Channel shareholders elect to receive more than the allocated number of shares of the Class A common stock of the new corporation, then the shares will be allocated to shareholders who elect to receive them on a pro-rata basis. Those Clear Channel shareholders electing to receive shares of the new corporation will receive $39.20 per share for any such Clear Channel shares that are not so exchanged. The election process will occur at the time of the shareholder vote on the merger, and will be described fully in an updated proxy statement and prospectus that will be mailed to Clear Channel shareholders.
The merger agreement, as amended, includes provisions limiting the fees payable to the private equity group in the transaction, and requiring that the board of directors of the new corporation at all times include at least two independent directors.
The shares of the new corporation to be issued to Clear Channel shareholders who elect to receive them in exchange for their existing shares will be registered with the Securities and Exchange Commission, but will not be listed on any exchange.
The special meeting of Clear Channel shareholders scheduled for May 22, 2007 will not be held. Clear Channel will set the new meeting and record date for a special meeting of shareholders after filing the updated proxy statement and prospectus with the Securities and Exchange Commission. The annual meeting of Clear Channel shareholders on May 22, 2007 will be held as scheduled.
Shareholders with questions about the merger or how to vote their shares should call Clear Channelís proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3427.
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