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Contacts: |
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Clear Channel
Communications, Inc.,
- San Antonio:
Investors: Randy Palmer 210-822-2828 SVP of Investor Relations
Media: Lisa Dollinger
210-822-2828
Chief Communications Officer |
Brainerd Communicators Media:
Diana Brainerd
212-986-6667
Joele Frank, Wilkinson Brimmer Katcher:
Joele Frank /
Steve Frankel, 212-355-4449
Kekst and Company:
Jeffrey Taufield, 212-521-4815
Bain Capital Partners Media:
Alex Stanton, 212-780-0701
Thomas H. Lee Partners Media:
Matt Benson, 415-618-8750
Robin Weinberg, 212-687-8080 |
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.
Unaffiliated Shareholders Can Elect to Receive $39.20 Per Share in Cash, or Shares in New Corporation Formed to Acquire Clear Channel
Board of Directors Unanimously Approved Amendment and Merger
Special Meeting of Shareholders to be Rescheduled
San Antonio, Texas, May 18, 2007 – 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 Channel’s 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<
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