Cox Enterprises, Inc. Commences Tender Offer to Acquire Remaining Public Minority Stake in Cox Radio
23 Marzo 2009 - 10:55AM
PR Newswire (US)
Offer Price of $3.80 in Cash per Share for Public Stake ATLANTA,
March 23 /PRNewswire/ -- Cox Enterprises, Inc. announced today that
it is commencing a cash tender offer for all of the outstanding
publicly held minority interest in Cox Radio, Inc. (NYSE:CXR) for
$3.80 per share in cash, or a total payment of approximately $69.1
million, including fees and expenses. The proposal represents a
15.2% premium over Friday's closing price and a 21.8% premium over
the ten-day volume weighted average closing price. Cox Enterprises
currently owns approximately a 78% equity interest in Cox Radio and
has approximately a 97% voting interest. If upon expiration of the
tender offer Cox Enterprises owns 90% of Cox Radio's equity, Cox
Radio would become a wholly-owned subsidiary of Cox Enterprises.
(Logo: http://www.newscom.com/cgi-bin/prnh/20070925/CLTU013LOGO-b )
"Cox Enterprises is committed to operating media businesses, and as
a private company can take a long-term perspective, which is
especially valuable in the current economic environment," said
Jimmy W. Hayes, President and Chief Executive Officer of Cox
Enterprises. "Given how these economic challenges are affecting the
radio industry, we believe that private ownership offers advantages
that will assist Cox Radio in attaining its business objectives and
managing its capital structure. We have confidence in the long-term
potential of Cox Radio and its management team. This transaction
will allow us to further invest in a quality asset we know well and
to best ensure Cox Radio maintains its best-in-class operations."
Cox Enterprises' sole interest is in acquiring the shares of Cox
Radio held by the minority shareholders and it has no interest in a
disposition of its controlling interest in Cox Radio. Cox
Enterprises is making its proposal directly to public shareholders
to acquire the portion of Cox Radio it does not already own by
means of a tender offer. The transaction will be financed with cash
on hand and from Cox Enterprises' existing credit facility. "Cox
Enterprises' tender offer provides Cox Radio's shareholders with an
excellent opportunity to obtain liquidity at a premium to the
current share price," Hayes added. "In addition, because we are
fully financing the transaction and structuring it as a tender
offer, we anticipate that shareholders will benefit from an
expeditious process and quick receipt of payment." Cox Enterprises
expects the Board of Directors of Cox Radio to form a special
committee of independent directors to assess the proposal with the
assistance of outside financial and legal advisors and may make a
recommendation to shareholders. Directors of Cox Radio affiliated
with Cox Enterprises will not participate in the evaluation of the
proposal. The tender offer is scheduled to expire on April 17,
2009. It is conditional upon a majority of the minority
shareholders (those who are not executive officers, directors or
affiliates of Cox Enterprises, Cox Media Group or Cox Radio)
tendering their shares. If upon expiration of the tender offer, the
shares owned by Cox Enterprises when combined with tendered shares
are at least 90% of the outstanding Cox Radio shares, Cox
Enterprises will implement a short-form merger at the same per
share price paid in the tender offer, assuming the other conditions
to the tender offer are met or waived. Citigroup has been retained
to serve as Cox Enterprises' financial advisor for the transaction
and dealer manager for the tender offer. Cox Radio shareholders and
other interested parties are urged to read Cox Enterprises' tender
offer statement and other relevant documents. Cox Radio
shareholders can obtain the tender offer and related documents free
of charge at the SEC's web site: http://www.sec.gov/, or from Cox
Enterprises at 6205 Peachtree Dunwoody Road, Atlanta, GA 30328,
Attn: Corporate Communications. About Cox Enterprises
(http://www.coxenterprises.com/) Cox Enterprises, Inc. is a leading
communications, media and automotive services company. With
revenues exceeding $15 billion and more than 77,000 employees, the
company's major operating subsidiaries include Cox Communications,
Inc. (cable television distribution, telephone, high-speed Internet
access, commercial telecommunications, advertising solutions and
the Travel Channel); Manheim, Inc. (vehicle auctions, repair and
certification services and web-based technology products); Cox
Media Group, Inc. (television stations, digital media, newspapers,
advertising sales rep firms and majority-owned, publicly-traded Cox
Radio, Inc.); and AutoTrader.com (online automotive classifieds and
related publications). Additionally, Cox's Internet operations
include Kudzu.com and Adify Corporation, a unit of Cox TMI, Inc.
CAUTIONARY STATEMENT: Statements in this document represent the
intentions, plans, expectations and beliefs of Cox Enterprises and
involve risks and uncertainties that could cause actual events to
differ materially from the events described in this document,
including risks or uncertainties related whether the conditions to
the tender offer will be satisfied, and if not, whether the tender
offer and merger will be completed, as well as changes in general
economic conditions, stock market trading conditions, tax law
requirements or government regulation, and changes in the radio
broadcast industry or the business or prospects of Cox Radio. Cox
Enterprises wishes to caution the reader that these factors, as
well as factors described or to be described in Cox Enterprises'
and Cox Radio's SEC filings with respect to the transaction, are
among the factors that could cause actual events or results to
differ materially from Cox Enterprises' current expectations
described herein.
http://www.newscom.com/cgi-bin/prnh/20070925/CLTU013LOGO-b
http://photoarchive.ap.org/ DATASOURCE: Cox Enterprises, Inc.
CONTACT: Media, Bobby Amirshahi, +1-678-645-4518, ; or Investors,
Richard Jacobson, +1-678-645-0111, , both of Cox Enterprises, Inc.
Web Site: http://www.coxenterprises.com/ Company News On-Call:
http://www.prnewswire.com/comp/126288.html
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