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Contacts: |
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For Clear Channel Communications, Inc.,
San Antonio:
Investors:
Randy Palmer, 210-822-2828
Senior Vice President of Investor Relations
Media:
Lisa Dollinger, 210-822-2828
Chief Communications Officer
Brainerd Communicators Media:
Michele Clarke, 212-986-6667 |
For Bain Capital Media: Alex Stanton, 212-780-0701
For THL Partners Media: Matt Benson, 415-618-8750
For Highfields Capital Management: Andrea Calise, 212-521-4845 |
Clear Channel Communications Announces Settlement of Litigation and Amended Merger Agreement with Private Equity Group Co-Sponsored by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC
Shareholders Now Offered $36.00 Per Share in Cash in Deal Valued at $17.9 Billion
Shareholders May Still Elect to Invest in New Corporation Formed to Acquire Clear Channel
Board of Directors Unanimously Approves Settlement of Litigation and Amended Merger Agreement
New Special Meeting of Shareholders to Be Held
San Antonio, Texas, May 13, 2008 – Clear Channel Communications, Inc. (NYSE: CCU) today announced that the company, entities sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., and a bank syndicate consisting of Citigroup, Deutsche Bank, Morgan Stanley, Credit Suisse, Royal Bank of Scotland and Wachovia, have entered into a settlement agreement in connection with the lawsuits previously filed in the Supreme Court of the State of New York and the State Court in Bexar County, Texas. Pursuant to the terms of the settlement agreement, the parties have agreed to enter into a third amendment to the previously-announced merger agreement. Under the terms of the merger agreement, as amended, Clear Channel shareholders will receive $36.00 in cash for each share they own.
As an alternative to receiving the $36.00 per share cash consideration, Clear Channel’s shareholders will again 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 CC Media Holdings, Inc., the new corporation sponsored by the private equity group to acquire Clear Channel. In limited circumstances, shareholders electing to receive some or all cash consideration, on a pro rata basis, will be issued shares of CC Media Holdings Class A common stock in exchange for some of their shares of Clear Channel stock, up to a cap of $1.00 per share. Shareholders who elected to receive the stock consideration prior to the special meeting of shareholders held September 25, 2007 will have their shares of Clear Channel stock returned to them and will be required to make a new election prior to the new special shareholders’ meeting. While the merger is expected to close by the end of the third quarter 2008 pending shareholder approval, the parties to the settlement agreement have agreed to extend the outside date for< |