Clear Channel Amends Merger Agreement ... Again
May 18, 2007 at 6:19 AM (PT)
CLEAR CHANNEL COMMUNICATIONS has entered into a second amendment to its previously announced merger agreement with a private equity group co-led by THOMAS H. LEE PARTNERS and BAIN CAPITAL PARTNERS. 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 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 special meeting of CLEAR CHANNEL shareholders scheduled for MAY 22 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.