Cox Enterprises acquires remaining 22% stake in Cox Radio

Jun 01, 2009 (Datamonitor Financial Deals Tracker via COMTEX) -- CXR | Quote | Chart | News | PowerRating -- Cox Enterprises, Inc., a communications, media, and automotive services company, through its subsidiary, Cox Media Group, Inc., has acquired the remaining 22% stake in Cox Radio, Inc., a radio broadcasting company. Both Cox Enterprises and Cox Radio are based in the US.

Update on May 19, 2009:

Cox Enterprises, through its subsidiary, Cox Media Group, has completed its tender offer to acquire the remaining 22% stake in Cox Radio.

A total of approximately 10,327,500 shares of Cox Radio Class A common stock were tendered, which amount includes approximately 917,500 shares subject to guaranteed deliveries and approximately 327,000 shares tendered by affiliates, representing 59.4% of Cox Radio's publicly held Class A shares.

Together with the approximately 78% of the equity interest already beneficially owned by Cox Enterprises, Cox Enterprises will own approximately 72,652,000 shares or 91.4% of the 79,489,544 Cox Radio shares outstanding.

Pursuant to the tender offer, as soon as practicable, Cox Enterprises will implement a short-form merger under Delaware law in which Cox Radio will become a wholly-owned subsidiary of Cox Enterprises. All remaining public shareholders, other than those as to which appraisal rights are perfected, will have the right to receive $4.80 per share for their shares.

Update on May 15, 2009:

Cox Enterprises, through its subsidiary Cox Media Group, has extended its tender offer to acquire the remaining 22% stake in Cox Radio until May 19, 2009.

A total of approximately 8,472,000 shares had been tendered pursuant to the offer, which amount includes approximately 485,000 shares subject to guaranteed deliveries and approximately 327,000 shares tendered by affiliates.

Update on May 13, 2009:

Cox Enterprises, through its subsidiary Cox Media Group, has extended its tender offer to acquire the remaining 22% stake in Cox Radio until May 15, 2009.

A total of approximately 6.443 shares had been tendered pursuant to the offer, which amount includes approximately 0.365 million shares subject to guaranteed deliveries.

Update on April 29, 2009:

Cox Enterprises, through its subsidiary, Cox Media Group, has increased its offer price to acquire the remaining 22% stake in Cox Radio from $3.8 per share in cash to $4.8 per share in cash.

The price represents a 45.5% premium over the closing price on March 20, 2009 and a 26.3% premium over Cox Enterprises' original proposal of $3.80 per share. The expiration of the tender offer has been extended, and the tender offer will now expire on May 13, 2009.

As on April 28, 2009, approximately 417,300 shares have been tendered pursuant to the offer.

Update on April 20, 2009:

Cox Enterprises, through its subsidiary Cox Media Group, has extended its tender offer to acquire the remaining 22% stake in Cox Radio until May 1, 2009.

Announcement (March 23, 2009):

Cox Enterprises has commenced a tender offer to acquire the remaining 22% stake in Cox Radio for approximately $69.1 million in cash.

The minority shareholders of Cox Radio will receive $3.8 in cash for each share of Cox Radio. The offer price represents a 15.2% premium over the closing price of Cox Radio on March 20, 2009 and a 21.8% premium over the ten-day volume weighted average closing price of Cox Radio.

The transaction will be financed from cash on hand and the existing credit facility of Cox Enterprises. Cox Enterprises currently owns approximately a 78% equity interest in Cox Radio and has approximately a 97% voting interest.

The tender offer is scheduled to expire on April 17, 2009. 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.

Citigroup, Inc. is acting as financial advisor to Cox Enterprises.

Deal Value (US$ Million) 87.28
Deal Type                Acquisition
Sub-Category             Minority Acquisition
Deal Status              Completed: 2009-05-29

Deal Participants

Target (Company)   Cox Radio, Inc.
Acquirer (Company) Cox Enterprises, Inc.

Bid Premium ($ per share) 45.5
% Acquisition             22%

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