Cox Enterprises Offers $3.80 Per Share For Remaining Interest in Cox Radio (CXR)
Cox Enterprises 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.
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.[SM]
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.[SM]
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