Clear Channel Communications, Inc. to Commence Mailing of Definitive Proxy Materials to Shareholders for Approval of Proposed Merger with Private Equity Group Co-Led by Thomas H. Lee Partners, L.P. and Bain Capital Partners, LLC
Monday January 29, 2:50 pm ET PRESS RELEASE
SAN ANTONIO--(BUSINESS WIRE)--Clear Channel Communications, Inc. (NYSE:CCU - News), a global leader in the out-of-home advertising industry, today announced that it will commence mailing this week of its definitive proxy materials to shareholders for approval of its proposed merger with a company controlled by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., for $37.60 per share in cash. The Company has scheduled a special meeting of shareholders for March 21, 2007 to consider and vote on the proposed Merger Agreement. Shareholders of record of the Company as of January 22, 2007 will be entitled to vote on the transaction.
The definitive proxy materials were filed with the Securities and Exchange Commission today, along with the following letter:
Dear Fellow Shareholder:
Clear Channel Communications, Inc. will hold a special meeting of shareholders at 8:00 a.m. Central Time on March 21, 2007, at the Westin Riverwalk Hotel, 420 Market Street, San Antonio, Texas, where you will have the opportunity to vote on Clear Channel's agreement to be acquired by a company controlled by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. Under the merger agreement, you will receive $37.60 per share in cash in exchange for each share of Clear Channel common stock you own.
The merger that we are recommending you approve resulted from a detailed review by your Board of Directors of strategic alternatives available to the Company and a thorough process launched specifically to enhance shareholder value. This process was highly competitive, and was conducted by the disinterested members of the Board of Directors who were advised by the Board's financial and legal advisors without the involvement of management.
We believe that the merger consideration of $37.60 per share in cash maximizes value for you and provides greater certainty than other strategic alternatives available, including remaining as an independent company.
Why You Should Vote FOR the Merger
The disinterested directors determined that the merger is advisable, fair and in your best interests, and unanimously recommend that you vote "FOR" the adoption of the merger agreement. The disinterested directors concluded that the merger is in the best interests of you and the Company for a number of reasons, including:
The Merger Consideration of $37.60 per share Maximizes Shareholder Value. The all-cash merger consideration of $37.60 per share represents a premium of approximately 28% over the average closing share price during the 60 trading days ended October 24, 2006, the day prior to the announcement of the Company's decision to consider strategic alternatives, and a premium of approximately 25% over the average closing share price during the one-year period prior to the announcement of the merger.
The Merger Provides Greater Certainty than Other Strategic Alternatives Available.
The Board has always made the creation of shareholder value its top priority. With this purpose, the Board engaged in a comprehensive and extensive review of available strategic alternatives, taking into careful account the continued challenges in the broadcasting sector and the Board's views regarding the recent growth in the domestic outdoor business, as well as its future growth opportunities.
The merger consideration offers you certain consideration in cash, whereas the potential value of each other alternative considered by the disinterested directors depended upon numerous variables beyond Clear Channel's control.
The merger agreement provides shareholders certainty of value and protection against business and market risks.
The Merger Consideration is the Result of a Highly-Competitive and Thorough Public Auction.
The competitive sale process was directed by the disinterested directors, each of whom possesses significant knowledge of the Company's markets, operations and prospects. In addition to the disinterested directors, a Special Advisory Committee composed of three disinterested directors and advised by its own separate legal and financial advisors determined that the merger was fair to the unaffiliated shareholders.
The process employed by the disinterested directors maximized the competitive dynamics of a sale transaction and resulted in the highest price available. The Company publicly announced its intention to evaluate strategic alternatives that generated additional private equity interest and led to several rounds of bidding in a vigorous auction process.
The enclosed proxy statement contains a more detailed discussion of these factors, as well as other important information about the transaction. We urge you to read it carefully.
YOUR VOTE IS EXTREMELY IMPORTANT
Approval of the merger agreement requires the affirmative vote of two-thirds of the votes entitled to be cast by the holders of the outstanding shares of common stock. The failure to vote or abstaining from voting has the same effect as a vote against the merger agreement. Accordingly, please sign, date and return the enclosed proxy card promptly in the envelope provided to vote FOR the merger! If you hold your shares through a bank, broker, or other custodian, that custodian will not vote your shares without your instruction Please follow the procedures provided by your custodian to ensure that your vote is represented at the special meeting.
If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3427.
Thank you for your support.
On behalf of the Board of Directors,
Alan D. Feld - Perry J. Lewis
Monday January 29, 2:50 pm ET PRESS RELEASE
SAN ANTONIO--(BUSINESS WIRE)--Clear Channel Communications, Inc. (NYSE:CCU - News), a global leader in the out-of-home advertising industry, today announced that it will commence mailing this week of its definitive proxy materials to shareholders for approval of its proposed merger with a company controlled by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P., for $37.60 per share in cash. The Company has scheduled a special meeting of shareholders for March 21, 2007 to consider and vote on the proposed Merger Agreement. Shareholders of record of the Company as of January 22, 2007 will be entitled to vote on the transaction.
The definitive proxy materials were filed with the Securities and Exchange Commission today, along with the following letter:
Dear Fellow Shareholder:
Clear Channel Communications, Inc. will hold a special meeting of shareholders at 8:00 a.m. Central Time on March 21, 2007, at the Westin Riverwalk Hotel, 420 Market Street, San Antonio, Texas, where you will have the opportunity to vote on Clear Channel's agreement to be acquired by a company controlled by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. Under the merger agreement, you will receive $37.60 per share in cash in exchange for each share of Clear Channel common stock you own.
The merger that we are recommending you approve resulted from a detailed review by your Board of Directors of strategic alternatives available to the Company and a thorough process launched specifically to enhance shareholder value. This process was highly competitive, and was conducted by the disinterested members of the Board of Directors who were advised by the Board's financial and legal advisors without the involvement of management.
We believe that the merger consideration of $37.60 per share in cash maximizes value for you and provides greater certainty than other strategic alternatives available, including remaining as an independent company.
Why You Should Vote FOR the Merger
The disinterested directors determined that the merger is advisable, fair and in your best interests, and unanimously recommend that you vote "FOR" the adoption of the merger agreement. The disinterested directors concluded that the merger is in the best interests of you and the Company for a number of reasons, including:
The Merger Consideration of $37.60 per share Maximizes Shareholder Value. The all-cash merger consideration of $37.60 per share represents a premium of approximately 28% over the average closing share price during the 60 trading days ended October 24, 2006, the day prior to the announcement of the Company's decision to consider strategic alternatives, and a premium of approximately 25% over the average closing share price during the one-year period prior to the announcement of the merger.
The Merger Provides Greater Certainty than Other Strategic Alternatives Available.
The Board has always made the creation of shareholder value its top priority. With this purpose, the Board engaged in a comprehensive and extensive review of available strategic alternatives, taking into careful account the continued challenges in the broadcasting sector and the Board's views regarding the recent growth in the domestic outdoor business, as well as its future growth opportunities.
The merger consideration offers you certain consideration in cash, whereas the potential value of each other alternative considered by the disinterested directors depended upon numerous variables beyond Clear Channel's control.
The merger agreement provides shareholders certainty of value and protection against business and market risks.
The Merger Consideration is the Result of a Highly-Competitive and Thorough Public Auction.
The competitive sale process was directed by the disinterested directors, each of whom possesses significant knowledge of the Company's markets, operations and prospects. In addition to the disinterested directors, a Special Advisory Committee composed of three disinterested directors and advised by its own separate legal and financial advisors determined that the merger was fair to the unaffiliated shareholders.
The process employed by the disinterested directors maximized the competitive dynamics of a sale transaction and resulted in the highest price available. The Company publicly announced its intention to evaluate strategic alternatives that generated additional private equity interest and led to several rounds of bidding in a vigorous auction process.
The enclosed proxy statement contains a more detailed discussion of these factors, as well as other important information about the transaction. We urge you to read it carefully.
YOUR VOTE IS EXTREMELY IMPORTANT
Approval of the merger agreement requires the affirmative vote of two-thirds of the votes entitled to be cast by the holders of the outstanding shares of common stock. The failure to vote or abstaining from voting has the same effect as a vote against the merger agreement. Accordingly, please sign, date and return the enclosed proxy card promptly in the envelope provided to vote FOR the merger! If you hold your shares through a bank, broker, or other custodian, that custodian will not vote your shares without your instruction Please follow the procedures provided by your custodian to ensure that your vote is represented at the special meeting.
If you have any questions or need assistance in voting your shares, please call our proxy solicitor, Innisfree M&A Incorporated, toll-free at (877) 456-3427.
Thank you for your support.
On behalf of the Board of Directors,
Alan D. Feld - Perry J. Lewis