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UPDATE 2-Clear Channel delays vote on $19 bln buyout deal

Tue Mar 13, 2007 7:34pm EDT

Stocks

   

(Adds analyst quote)

Mergers & Acquisitions

By Megan Davies

NEW YORK, March 13 (Reuters) - Clear Channel Communications Inc. (CCU.N) said on Tuesday it would delay a shareholder vote on its deal, worth nearly $19 billion, to sell out to private equity firms and the founding Mays family.

Clear Channel, the largest U.S. radio station operator, said a special meeting for shareholders will now be held on April 19 to vote on the buyout offer from the Mays family and private equity firms Bain Capital and Thomas H. Lee Partners LP [THL.UL].

It originally had set the meeting for March 21.

Clear Channel needs support from two-thirds of shareholder votes cast to get the deal passed.

But a source familiar with the matter previously has told Reuters that Clear Channel's largest shareholder, Fidelity Management & Research Co., intended to vote against the deal, as it estimated the offer to be at a significant discount to the true value of the company.

Independent proxy advisory firm Proxy Governance earlier this month recommended that shareholders accept the deal but had some reservations, citing the opinions of some equity analysts who were disappointed by the terms of the deal, as well as the opposition of the company's largest shareholder.

Clear Channel said in a statement on Tuesday that there had been substantial trading volume in its shares and the date move would allow shareholders who bought shares recently to participate in the vote and receive proxy material in time.

Approximately 40 percent of outstanding shares have changed hands since the original record date of Jan. 22, a source familiar with the situation said on Tuesday.

The new record date -- the deadline by which investors must hold shares in Clear Channel in order to be able to vote on the deal -- is March 23, the company said.

David Bank, an analyst at RBC Capital Markets, said a difference in the shareholder base between the two record dates would be that merger arbitrage players would have bought stock recently. These, known as "arbs," aim to make money by taking positions in stocks that are the targets of takeover bids.

"The arbs are much more likely to want to see the deal go through. That's the biggest impact I see," said Bank. "Is it enough to make a difference? I don't know. But it probably helps management in terms of their efforts to try and get the deal approved."

Bank also said that if the overall radio environment deteriorated, it could potentially encourage investors to "take the bird in the hand" and support the bid.

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 Oct. 24, when it disclosed it was considering its options.

Clear Channel stock closed down 10 cents at $34.75 on Tuesday on the New York Stock Exchange.



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