Clear Channel Communications, Inc. (NYSE:CCU), a global leader in the
radio broadcasting and out-of-home advertising industries, announced
today that, based on a preliminary vote count, Clear Channel
shareholders approved the adoption of the merger agreement with a group
led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P. The
number of shares voted in favor of the transaction represented more than
74% of the total shares outstanding and entitled to vote at the meeting.
The preliminary tabulation indicates that approximately 97% of the
shares voted were cast in favor of the transaction. The parties intend
to consummate the merger on Wednesday, July 30, 2008.
“We are pleased with the outcome of today’s
vote,” said Mark Mays, Chief Executive Officer
of Clear Channel. “On behalf of Clear Channel’s
Board of Directors, I want to thank our shareholders and hard-working
employees for their support throughout this process.”
On May 13, 2008, Clear Channel Communications entered into a third
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 $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 were 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
of CC Media Holdings, Inc., the new corporation formed by the private
equity group to acquire Clear Channel (subject to aggregate and
individual caps). The private equity group reserved the right to require
that a portion (up to 1/36th) of the
consideration payable to Clear Channel shareholders be paid in the form
of additional shares of Class A common stock of CC Media. Clear Channel
shareholders have elected, on a voluntary basis, to exchange a total of
approximately 23,200,000 shares of Clear Channel common stock for an
equivalent number of shares of Class A common stock of CC Media. The
private equity group has informed Clear Channel that they do not expect
to cause CC Media to issue any shares of additional equity consideration
in exchange for shares of Clear Channel that have elected to receive the
cash consideration.
