Filed by Clear Channel Communications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-6
under the Securities Exchange Act of 1934, as amended
Subject Company: Clear Channel Communications, Inc.
Commission File No.: 001-09645
Greetings,
Today, Clear Channel announced a settlement of the merger
related litigation in New York and Texas. In addition, the
Board of Directors approved an agreement between the company,
our private equity sponsors, and the lender banks to fund and
close the pending merger at $36 per share.
Please refer to
todays news release for details.* We expect the merger
to close by the end of the third quarter pending necessary
shareholder approvals. This revised agreement carries several
important advantages:
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Our shareholders will avoid the significant delay and
inherent risks associated with complex litigation. |
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The agreed price represents a substantial premium over
recent stock price levels, and our shareholders will continue
to have the option of participating in the future upside of our
business through an election to roll some of their investment
into the new company. |
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This agreement will greatly increase the certainty our
merger will close, because the sponsors and the banks have
agreed to fully fund the transaction into escrow. |
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We expect the new company will have an improved capital
structure, lower debt load and stronger balance sheet. |
For all of us at Clear Channel, its still business as usual. As
our merger transaction developments move forward, well all
continue to stay focused on doing our jobs and creating
value for our customers, serving our communities and growing
our businesses.
We will continue to keep you updated on important developments
and I, again, thank you for your continued commitment and
successful work.
With Regards,
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A Q&A related to the merger will be posted at
www.clearchannel.com beginning tomorrow, May 14. |