Clear Channel Communications Inc., the largest U.S. radio station operator, said on Monday it will hold a special meeting of shareholders on March 21 to vote on its proposed $18.7 billion private buyout.
The buyout offer from the company’s founding Mays family and private equity firms Bain Capital and Thomas H. Lee Partners has come under pressure in the last few weeks, raising the possibility that some large shareholders will oppose the deal.
Clear Channel agreed to the all-cash, $37.60-per-share offer last November, which it estimated was a 28 percent premium to the average closing share price in the 60 days up to October 24 when it disclosed it was considering its options.
Clear Channel said its board of directors, excluding members of the Mays family and co-founder B.J. McCombs, had unanimously agreed the merger was fair and in the best interests of shareholders.
A source familiar with the matter told Reuters this month that one of Clear Channel’s largest shareholders, Fidelity Management & Research Co., intended to vote against the deal.
Fidelity estimated the offer is at a significant discount to the true value of the company and is not in the best interest of shareholders, the source said at the time.
Other Clear Channel shareholders have expressed in media reports that they too plan to oppose the offer.
Analysts have cited growing displeasure with the buyout deal because the value of Clear Channel’s 90-percent-owned billboard business, Clear Channel Outdoor Holdings Inc., has risen sharply.
The outdoor unit’s shares have risen from around $20 in October to $28.82, partly fueled by speculation over its future as a potential acquisition target.
While some shareholders opposing a deal may aim to get a higher price, a source close to the private equity buyers said the firms took part in a competitive bidding process and that an increase was not on the horizon.
“They literally squeezed the last penny out of us,” the source said on Monday.
Clear Channel also disclosed in November plans at the time to divest 448 of some 1,150 radio stations it owns, as well as its 42-station television group.
The special shareholder meeting will be held on March 21, in San Antonio, Texas, at 8:00 a.m. Central Standard Time, according to a proxy statement filed with the U.S. Securities and Exchange Commission.
Clear Channel shares closed 2 percent lower at $36.31 on the New York Stock Exchange on Monday.
Credit: Reuters