12.06.2008 12:30:00
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Clear Channel Sets Shareholders Special Meeting Date of July 24, 2008
Clear Channel Communications, Inc. (NYSE:CCU), a global leader in the
radio broadcasting and out-of-home advertising industries, today
announced that Clear Channel will hold a special meeting of its
shareholders on July 24, 2008, at which the proposed merger with the
group led by Bain Capital Partners, LLC and Thomas H. Lee Partners, L.P
will be considered. Clear Channel shareholders of record as of 5:00 p.m.
New York City time on June 19, 2008, will be entitled to vote at the
special meeting. The parties expect that closing will occur on July 30,
2008. Further details regarding the proposed merger, including such
specifics as the special meeting time and location, will be provided in
an updated proxy statement/prospectus, which the Company expects to file
in the near future.
Important Additional Information Regarding the Merger and Where to
Find It:
In connection with the proposed merger, CC Media Holdings, Inc. and the
Company have filed with the Securities and Exchange Commission (the "SEC”)
a registration statement on Form S-4 that contains a proxy
statement/prospectus and other documents regarding the proposed
transaction. Before making any voting or investment decisions, security
holders of the Company are urged to read the proxy statement/prospectus
and all other documents regarding the proposed transaction carefully in
their entirety, because they contain important information about the
proposed transaction. Security holders of the Company may obtain free
copies of the proxy statement/prospectus and other documents filed with,
or furnished to, the SEC at the SEC’s website
at http://www.sec.gov. In addition, a
security holder who wishes to receive a copy of these materials, without
charge, should submit a request to the Company’s
proxy solicitor, Innisfree M&A Incorporated, at 501 Madison Avenue, 20th
Floor, New York, New York 10022, or by calling Innisfree toll free at
(877) 456-3427. The final proxy statement/prospectus will be mailed to
security holders of the Company when available.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements based on current
Clear Channel management expectations. Those forward-looking statements
include all statements other than those made solely with respect to
historical fact. Numerous risks, uncertainties and other factors may
cause actual results to differ materially from those expressed in any
forward-looking statements. These factors include, but are not limited
to, (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of the merger agreement; (2) the
outcome of any legal proceedings that have been or may be instituted
against Clear Channel and others relating to the merger agreement; (3)
the inability to complete the merger due to the failure to obtain
shareholder approval or the failure to satisfy other conditions to
completion of the merger; (4) the failure to receive the funds deposited
into the escrow account; (5) risks that the proposed transaction
disrupts current plans and operations and the potential difficulties in
employee retention as a result of the merger; (6) the ability to
recognize the benefits of the merger; (7) the amount of the costs, fees,
expenses and charges related to the merger; and (8) the impact of the
substantial indebtedness incurred to finance the consummation of the
merger; and other risks that are set forth in the "Risk
Factors,” "Legal
Proceedings” and "Management
Discussion and Analysis of Results of Operations and Financial Condition”
sections of Clear Channel’s SEC filings. Many
of the factors that will determine the outcome of the subject matter of
this press release are beyond Clear Channel’s
ability to control or predict. Clear Channel undertakes no obligation to
revise or update any forward-looking statements, or to make any other
forward-looking statements, whether as a result of new information,
future events or otherwise.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE:CCU) is a global media and
entertainment company specializing in mobile and on-demand entertainment
and information services for local communities and premiere
opportunities for advertisers. Based in San Antonio, Texas, the company’s
businesses include radio and outdoor displays. More information is
available at www.clearchannel.com.
About Thomas H. Lee Partners, L.P. ("THL
Partners”)
Thomas H. Lee Partners, L.P. ("THL”)
is one of the oldest and most successful private equity investment firms
in the United States. Since its establishment in 1974, THL has been the
preeminent growth buyout firm, raising approximately $22 billion of
equity capital, investing in more than 100 businesses with an aggregate
purchase price of more than $125 billion, completing over 200 add-on
transactions and generating superior returns for its investors. THL
focuses its high value-added strategy on growth businesses, partnering
with the best managers in an industry to build great companies through
strong organic growth and targeted add-on acquisitions. Notable
transactions sponsored by THL include Aramark, Ceridian, Dunkin' Brands,
Experian, Fidelity National Information Services, Grupo ONO, HomeSide
Lending, Houghton Mifflin, Michael Foods, The Nielsen Company, Nortek,
ProSiebenSat.1, Simmons Bedding Company, Snapple, Univision, Warner
Chilcott, Warner Music Group and West Corporation.
About Bain Capital Partners, LLC ("Bain
Capital”)
Bain Capital (www.baincapital.com) is a global private investment firm
that manages several pools of capital including private equity,
high-yield assets, mezzanine capital and public equity with more than
$40 billion in assets under management. Since its inception in 1984,
Bain Capital has made private equity investments and add-on acquisitions
in over 230 companies around the world, including investments in a broad
range of companies such as Burger King, HCA, Warner Chilcott, Toys "R”
Us, AMC Entertainment, Sensata Technologies, Burlington Coat Factory and
ProSiebenSat1 Media. Headquartered in Boston, Bain Capital has offices
in New York, London, Munich, Tokyo, Hong Kong and Shanghai.
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