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Clear Channel shareholders OK merger with Bain, Thomas H. Lee Partners affiliate
By Susanna Moon
Chicago, July 24 - Clear Channel Communications, Inc. said its shareholders approved the company's merger with a subsidiary of CC Media Holdings, Inc., a corporation formed by private equity funds sponsored by Bain Capital Partners, LLC and Thomas H. Lee Partners, LP.
Holders of more than 74% of the total shares outstanding voted to approve the merger at a special meeting on July 24 at 5 p.m. ET, according to a press release.
About 97% of the votes cast were in favor of the deal, which is expected to be completed on July 30.
Clear Channel's board of directors recommended shareholders vote for the transaction, according to a form 424B3 filing with the Securities and Exchange Commission.
The investor group offered to acquire the San Antonio media company in September 2007.
Clear Channel shareholders may elect to receive $36.00 in cash, without interest, or one share of class A common stock of CC Media, subject to certain limitations, the filing stated.
Investors also received the right to exchange some or all of their common shares for CC Media shares on a one-for-one basis.
Clear Channel shareholders elected to exchange 23.2 million Clear Channel common shares for an equal number of CC Media shares.
The private equity group reserved the right to require that a portion, of up to 1/36th, of the consideration payable to Clear Channel shareholders be paid in the form of additional CC Media shares, according to the release.
The stock is expected to trade on the Over the Counter Bulletin Board under the symbol "CCMOV."
The merger was originally expected to close in March but the process was slowed by lawsuits and settlement discussions among Clear Channel, CC Media and the banks issuing debt commitments in connection with the proposed merger.
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