Clear Channel Communications, Inc. To Hold Special Shareholder Meeting Today - Announces Preliminary Results Of Merger Consideration Elections
Clear Channel Communications, Inc. (NYSE:CCU), a global leader in the radio broadcasting and out-of-home advertising industries, is today holding its special meeting of shareholders to vote on the adoption of a merger agreement providing for the acquisition of the Company by CC Media Holdings, Inc., a corporation formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. Under the terms of the merger agreement, shareholders were able to elect to receive merger consideration for their shares in the form of $39.20 in cash or shares of stock in Holdings. The Company today announced the preliminary results of elections made by its shareholders to receive the stock consideration in the proposed merger. The deadline for Clear Channel shareholders to have made elections to receive the stock consideration in connection with the proposed merger expired at 5:00 p.m., New York City time, on September 24, 2007.
67,288,895 shares of Clear Channel common stock (including shares issuable upon conversion of outstanding options) have elected to receive the stock consideration upon consummation of the proposed merger. These results are preliminary only. These results remain subject to confirmation by Mellon Investor Services LLC, the paying agent for the proposed merger, that all requirements for making a valid election for the stock consideration have been met. Accordingly all results and information provided in this press release are not final and remain subject to potentially significant change.
Additionally, as shares of Clear Channel common stock (including shares issuable upon conversion of outstanding options) in excess of the aggregate cap of 30,612,245 shares provided in the merger agreement have elected to receive the stock consideration, pending the final results of the election process, all shareholders making a stock election will be entitled to receive only a proportionate allocation of shares of CC Media Holdings Class A common stock upon consummation of the merger rather than the full number of shares for which they may have elected. Furthermore, as is explained in greater detail in the joint proxy statement/prospectus dated August 21, 2007, as supplemented, no Clear Channel shareholder may receive shares of CC Media Class A common stock in excess of 10,102,040 shares of Class A Common Stock or 9.9% of the total number of shares of Class A Common Stock anticipated to be outstanding immediately following the consummation of the merger, which may result in a shareholder’s election being subject to an individual cutback.
A notice of the final election results and the results of the proration and individual cutback will be issued to all record holders and shares of Company stock that will not be exchanged due to proration and individual cutbacks will be returned to shareholders promptly following the completion of the calculations.
A more complete description of the stock election, proration and cutback procedures is contained in the joint proxy statement/prospectus. Clear Channel shareholders are urged to read the joint proxy statement/prospectus carefully and in its entirety. Copies of the joint proxy statement/prospectus may be obtained for free by following the instructions below under “Important Additional Information Regarding the Merger and Certain Information Concerning Participants.”
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