Clear Channel Urges Shareholders to Vote for the Proposed Merger.SAN ANTONIO San Antonio (săn ăntō`nēō, əntōn`), city (1990 pop. 935,933), seat of Bexar co., S central Tex., at the source of the San Antonio River; inc. 1837. -- Clear Channel Communications Not to be confused with clear channel radio stations, which are AM radio stations with certain technical parameters. Clear Channel Communications (NYSE: CCU) is a media conglomerate company based in the United States. , Inc. (NYSE NYSE See: New York Stock Exchange :CCU CCU abbr. 1. coronary care unit 2. critical care unit CCU critical care unit. CCU Critical care unit, see there ), a global leader in the out-of-home advertising Out-of-home advertising (also referred to as OOH) is essentially all type of advertising that reaches the consumer while he or she is outside the home. This is in contrast to broadcast, print, or internet advertising, which may be delivered to viewers out-of-home (e.g. industry, announced that it will today mail the following letter to its shareholders regarding the proposed merger with a group led by T.H. Lee Partners, L.P. and Bain Capital Bain Capital LLC is a Boston, Massachusetts-based private equity firm founded in 1984 by Mitt Romney, the former Governor of Massachusetts, and two other partners from the consulting firm Bain & Company: T. Coleman Andrews III and Eric Kriss. Partners, LLC (Logical Link Control) See "LANs" under data link protocol. LLC - Logical Link Control , for $37.60 per share in cash. March 2, 2007 Dear Fellow Shareholder: At the March 21st special meeting of Clear Channel shareholders, you will make a critical decision regarding the future of your company. If shareholders approve the Company's agreement to be acquired by funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners Please help [ rewrite this article] from a neutral point of view. Mark blatant advertising for , using . Thomas H. , L.P., you will receive $37.60 in cash for each share of common stock you own. The disinterested directors of your Board have unanimously determined that the merger is fair and in your best interests. WE URGE YOU TO VOTE FOR THE PROPOSED MERGER TODAY. THE PROPOSED MERGER IS THE RESULT OF A HIGHLY COMPETITIVE PUBLIC AUCTION CONDUCTED BY THE DISINTERESTED MEMBERS OF THE BOARD The disinterested directors carefully managed the auction process to maximize the competitive dynamics of the bid process to obtain the highest price available: * Multiple rounds of robust bidding * Firm, fully financed offers submitted by two separate consortiums of private equity funds * Virtually every leading private equity sponsor participated--no strategic buyers emerged * During the "go-shop" period, the Company's financial advisor contacted a total of 22 potential strategic and private equity buyers, none of whom expressed interest in bidding for Clear Channel. WE FIRMLY BELIEVE THERE IS NOT ANOTHER COMPETITIVE BIDDER FOR CLEAR CHANNEL, AND THAT $37.60 PER SHARE IN CASH MAXIMIZES VALUE AND CERTAINTY The auction process was conducted by the disinterested members of the Board of Directors, and supported by a Special Advisory Committee composed of three disinterested directors. The Board and the Special Advisory Committee also received advice and assistance from separate financial and legal advisors, who were actively involved in the auction process. In order to ensure independence, these meetings - and all of the Board's deliberations in relation to the competitive sale process - were conducted without the participation of Clear Channel management or the Mays family. Chairman and founder L. Lowry Mays Lester Lowry Mays (b. 24 July 1935) is the founder and current chairman of Clear Channel Communications. Early Years Lester Lowry Mays was born on July 24, 1935 in Harris County, Texas to Lester T. Mays and Mary Virginia Lowry. has informed the Company that he will be selling a substantial majority of his holdings in the transaction. THE PROPOSED MERGER IS THE RESULT OF A COMPREHENSIVE REVIEW OF STRATEGIC ALTERNATIVES This merger proposal is the result of a comprehensive review of strategic alternatives designed to enhance shareholder value, taking into account the continued challenges in the radio sector and the Board's views of the recent growth in the domestic outdoor sector, as well as Clear Channel's future growth opportunities. During their review, the disinterested directors considered a full range of alternatives other than the sale of the Company, including a sale or spin-off of Clear Channel Outdoor, a recapitalization, share repurchase Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. and special dividend, as well as remaining as an independent company. Particular consideration was given to the structural issues related to any potential separation of Clear Channel Outdoor, including significant tax implications, and the likely trading value of its shares in the absence of this transaction. In light of these considerations, the unanimous conclusion of the disinterested directors was that the $37.60 per share in cash merger proposal results in the greatest value and delivers the greatest certainty to shareholders. THE MERGER PROPOSAL DELIVERS A 28% PREMIUM OVER THE AVERAGE SHARE PRICE DURING THE 60 TRADING DAYS PRIOR TO THE COMPANY'S ANNOUNCEMENT THAT THE BOARD WAS CONSIDERING STRATEGIC ALTERNATIVES 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 Company's announcement of the Board's decision to consider strategic alternatives, and a premium of approximately 26% over the average closing share price during the one-year period prior to the announcement of the merger. The merger consideration is also a significant premium to research analysts' stock price targets for Clear Channel, prior to the Company's announcement that the Board was exploring strategic alternatives. The merger agreement negotiated by the disinterested directors contains measures designed to ensure shareholders certainty of closing as well as to protect against business and market risks, including: * Certainty of $37.60 in cash, * Regular annual dividend of $0.75 per share to be paid quarterly through closing, * Daily "ticking fee"-- in order to ensure that the transaction is closed as soon as possible-- of the lesser of 8% interest per year or the Company's operating cash flow Operating cash flow Earnings before depreciation minus taxes. Measures the cash generated from operations, not counting capital spending or working capital requirements. beginning January 1, 2008 through closing, * Equity and debt commitments with no financing conditions, * Requirement for the buyers to take all necessary steps to obtain regulatory approval, with reverse break-up fees owed in the event of a failure to close should regulatory approval not be received, and * The ability to receive and consider competing proposals. YOUR VOTE IS EXTREMELY IMPORTANT - NOT VOTING IS A VOTE AGAINST THE MERGER Approval of the merger agreement requires the affirmative vote of two-thirds of Clear Channel's outstanding shares. Not voting has the same effect as a vote against the merger. Please vote FOR the merger today by telephone or by Internet, as available per the instructions on the enclosed proxy card A proxy card is an easily-acquired or home-made substitute for a collectible card. A proxy is used when a collectible card game player does not own a card, and it would be impractical for such purposes to acquire the card. , or by signing and returning the enclosed proxy card in the postage-paid envelope provided. If you have any questions or need assistance in voting your shares, please call our proxy solicitor Proxy Solicitor A specialist (firm) hired to gather proxy votes. , 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 ----------------------------- About Clear Channel Communications Clear Channel Communications, Inc. (NYSE:CCU - News) is a global media and entertainment company specializing in "gone-from-home" entertainment and information services See Information Systems. for local communities and premiere opportunities for advertisers. Based in San Antonio, Texas “San Antonio” redirects here. For other uses, see San Antonio (disambiguation). San Antonio is the second most populous city in Texas, the third most populous metropolitan area in Texas, and is the seventh most populous city in the United States. As of the 2006 U.S. , 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 THL Trans-Hybrid Loss THL The Honorable Lord/Lady (Society for Creative Anachronism) THL Transamerican Hockey League THL Thermal-Hydraulic Limits THL Treasure House Library (Cleveland, OH) THL Time Has Lived 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 Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. . 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 HCA, n.pr See acid, hydroxycitric. , Warner Chilcott, Toys "R" Us Toys "R" Us (currently typeset as ToYsЯuS in the logo) is a toy store chain based in the United States, Canada, Australia,The Netherlands, South Africa, Hong Kong and the United Kingdom. , AMC (Advanced Mezzanine Card) See AdvancedTCA. Entertainment, Sensata Technologies, Burlington Coat Factory Burlington Coat Factory Warehouse Corporation is a national department store retailer focusing on clothing and shoes, with over 360 stores in 42 states (as of 2006). In early 2007, the first location to be opened in Canada will be at the Vaughan Mills mall in Toronto. and ProSiebenSat1 Media. Headquartered in Boston, Bain Capital has offices in New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , London, Munich, Tokyo, Hong Kong and Shanghai. Certain Information Concerning Participants The Company has made a definitive filing with the Securities and Exchange Commission of a proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and accompanying proxy card to be used to solicit votes in favor of the transactions at the special meeting. The Company strongly advises all shareholders of the Company to read the proxy statement and other proxy materials Proxy Materials Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other relating to the special meeting because they contain important information. Such proxy materials are available at no charge on the Securities and Exchange Commission's web site at http://www.sec.gov. In addition, a stockholder who wishes to receive a copy of the definitive proxy materials, without charge, should submit this 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 Company and its directors, executive officers and other members of its management and employees may be deemed to be participants in the solicitation of proxies from its stockholders in connection with the transactions. Information concerning the interests of the Company and the other participants in the solicitation is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission in connection with the transactions and Annual Reports on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , previously filed with the Securities and Exchange Commission. B Triple Crown Finco, LLC and T Triple Crown Finco, LLC (collectively, the "Fincos") and certain affiliates and representatives of the Fincos may be deemed to be participants in the solicitation of proxies from the Company's stockholders in connection with the transactions. Information concerning the interests of the Fincos and their affiliates and representatives in the solicitation is set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission in connection with the transactions. 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 All actions that are authorized or sanctioned by law and instituted in a court or a tribunal for the acquisition of rights or the enforcement of remedies. 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 the receipt of shareholder approval, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976, and approval by the Federal Communications Commission Federal Communications Commission (FCC), independent executive agency of the U.S. government established in 1934 to regulate interstate and foreign communications in the public interest. ; (4) the failure to obtain the necessary debt financing Debt Financing When a firm raises money for working capital or capital expenditures by selling bonds, bills, or notes to individual and/or institutional investors. In return for lending the money, the individuals or institutions become creditors and receive a promise to repay 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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