Atlanta - Mar 23, 2009 - Cox Enterprises Inc. is commencing a cash tender offer for all of the outstanding publicly held minority interest in Cox Radio Inc. 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 percent premium over Friday's closing price and a 21.8 percent premium over the ten-day volume weighted average closing price. Cox Enterprises currently owns approximately a 78 percent equity interest in Cox Radio and has approximately a 97 percent voting interest. If upon expiration of the tender offer Cox Enterprises owns 90 percent of Cox Radio's equity, Cox Radio would become a wholly-owned subsidiary of Cox Enterprises.
"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' 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 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.