13.08.2007 15:06:00
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Clear Channel Sets Shareholders Special Meeting Date of September 25, 2007
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 September 25, 2007 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.
Eastern Daylight Savings Time on August 20, 2007, will be entitled to
vote at the special meeting.
About Clear Channel Communications
Clear Channel Communications, Inc. (NYSE: CCU) is a global media and
entertainment company specializing in "gone-from-home”
entertainment and information services for local communities and
premiere opportunities for advertisers. Based in San Antonio, Texas, the
company’s businesses include radio, television
and outdoor displays. More information is available at www.clearchannel.com.
About Thomas H. Lee Partners, L.P. ("THL
Partners”)
THL Partners is one of the oldest and most successful private equity
investment firms in the United States. Since its founding in 1974, THL
Partners has become the preeminent growth buyout firm, investing
approximately $12 billion of equity capital in more than 100 businesses
with an aggregate purchase price of more than $100 billion, completing
over 200 add-on acquisitions for portfolio companies, and generating
superior returns for its investors and partners. The firm currently
manages approximately $20 billion of committed capital. Notable
transactions sponsored by the firm include Dunkin Brands, Nielsen,
Michael Foods, Houghton Mifflin Company, Fisher Scientific, Experian,
TransWestern, Snapple Beverage and ProSiebenSat1 Media.
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.
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, as amended, 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, 20
th 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.
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, including expiration of the waiting period
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and
approval by the Federal Communications Commission; (4) the failure to
obtain the necessary debt financing arrangements set forth in commitment
letters received in connection with the merger; (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 the
actual terms of certain financings that will be obtained for 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.
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