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Bw clear channel communications announces Nike running buy second amendment to merger agreement with private equity finance Sale uk nike shoes group co CleaR channel email,coRpoRation. (,LLC.UndeR the the meRgeR agReement,as changed,cleaR channel investoRs will Receive $39.20 in cash foR each shaRe they own plus additional peR shaRe conceRn,If diffeRent,If the final of the meRgeR occuRs afteR DecembeR 31,2007.This is an incRease fRom the pRevious cash thought on $39.00 peR possess.As a substitute foR Receiving the $39.20 peR shaRe cash issue,CleaR Channels unaffiliated shaReholdeRs will be offeRed the pRocess on a puRely voluntaRy basis to exchange some oR all of theiR shaRes of CleaR Channel common stock on a one foR one basis foR shaRes of common stock in the new coRpoRation foRmed by the pRivate equity gRoup to acquiRe CleaR Channel,Plus any additional peR shaRe consideRation,If involving.The boaRd of company owneRs of cleaR channel,with the intRigued diRectoRs Recused fRom the vote,has unanimously appRoved the second amendment to the meRgeR agReement and Recommends that the investoRs appRove the amended meRgeR agReement and the meRgeR.The boaRd of diRectoRs of cleaR channel makes no Recommendation dependant upon the voluntaRy stock election oR the class a common stock of the new coRpoRation.The total numbeR of cleaR channel shaRes that may elect to Receive shaRes in the new coRpoRation is aRound 30.6 million.These shaRes would have a total value of sonata's will be $1.2 thousand(While using $39.20 peR shaRe cash attention)And RepResent appRoximately 30% of the outstanding capital stock of the new coRpoRation Rigtht afteR the closing of the meRgeR.The the meRgeR agReement,as changed,pRovide that no shaReholdeR will be allocated a numbeR of shaRes symbolizing moRe than 9.9% of the outstanding capital stock of the new coRpoRation Rigtht afteR the closing of the meRgeR.If cleaR channel investoRs elect to Receive moRe than the allocated numbeR of shaRes of the class a common stock of the new coRpoRation,then the shaRes will be allocated to investoRs who elect to Receive them on a pRo Rata basis.Those cleaR channel investoRs electing to Receive shaRes of the new coRpoRation will Receive $39.20 peR shaRe foR any such CleaR Channel shaRes which aRen't so exchanged.The election pRocess will occuR befoRe the shaReholdeR vote on the meRgeR,and will be descRibed fully in an updated pRoxy statement and pRospectus which is to be mailed to cleaR channel shaReholdeRs.The meRgeR confoRmity,as ReveRsed,includes pRovisions limiting the fees payable to the pRivate equity finance gRoup in the tRansaction,and RequiRing that the boaRd of diRectoRs of the new coRpoRation fRom staRt to finish include at least two independent diRectoRs.The shaRes of the new coRpoRation to be issued to cleaR channel shaReholdeRs who elect to Receive them to acquiRe theiR existing shaRes will be RegisteRed with the secuRities and exchange commission,but should not be listed on any exchange.The special meeting of cleaR channel investoRs scheduled foR may 22,2007 will neveR held.CleaR channel will set the new meeting and RecoRd date foR a special meeting of investoRs afteR filing the updated pRoxy statement and pRospectus with the secuRities and exchange commission.The annual meeting of cleaR channel investoRs on may 22,2007 will be held as allowed.ShaReholdeRs with doubts about the meRgeR oR how to vote theiR shaRes should call cleaR channel's pRoxy solicitoR,innisfRee m integRated,cost fRee at 877 456 3427.Since its staRt in 1984,bain capital has made pRivate equity investments and add on acquisitions in oveR 230 companies moRe oR less anywheRe,including ventuRes in a bRoad Range of companies such as buRgeR king,hca,waRneR chilcott,educational baby gifts"R"American,amc fun,sensata technological know-How,and prosiebensat1 hiburan.Based in boston,bain capital has offices in texas,the united kingdom,munich,tokyo,japan,hong kong but also shanghai. (,)Thl partners is one of the oldest and most successful private equity investment firms in america. Since its beginning in 1974,THL PaRtneRs is just about the pReeminent gRowth buyout fiRm,Investing appRoximately $12 billion of equity capital in moRe than 100 businesses with an aggRegate final cost of moRe than $100 billion,Completing oveR 200 add on puRchases foR poRtfolio companies,And eaRning supeRioR RetuRns foR its investoRs and paRtneRs.The firm currently manages can be $20 billion of committed capital. Notable buys sponsoRed by the fiRm include Dunkin BRands,Univision,Nielsen,MeteRs Foods,FisheR systematic,ExpeRian,TRansWesteRn,Snapple cocktail and PRoSiebenSat1 Media.Important details regarding the merger and where to:Clear channel and the new agency issuing the class a common stock will file with the securities and exchange commission(Occurred)A joint registration statement on form s 4 that will contain a joint proxy statement/prospectus and other documents the proposed transaction. BefoRe you make any voting oR investment decisions,SecuRity holdeRs of CleaR Channel aRe uRged to Read the pRoxy statement/pRospectus and all otheR documents RegaRding puRchasing,Intently in theiR entiRety,When they become available because they will contain you you infoRmation about the pRoposed tRansaction.Those forward looking statements include all statements other than those made solely for air jordan viii bugs bunny for sale historical fact. SeveRal Risks,Questions and otheR factoRs may cause actual Results to diffeR mateRially fRom those expRessed in any foRwaRd looking statements. PRoblem of the include,But aRen't limited to,(1) The appeaRance of any event,Change oR otheR conceRns that could give Rise to the teRmination of the meRgeR agReement; (2)The outcome of any Court proceedings that have been or may be instituted against clear channel and others relating to the merger agreement; (3) Not being able to complete the meRgeR due to the failuRe to obtain shaReholdeR appRoval oR the failuRe to satisfy otheR conditions to completion of the meRgeR,Including expiRation of the waiting peRiod undeR the HaRt Scott Rodino AntitRust developments Act of 1976,And appRoval by the FedeRal emails Commission; (4)The failure to obtain the necessary debt financing arrangements set forth in commitment letters received regarding the the merger; (5)Risks that the proposed transaction disrupts current plans and operations and the potential difficulties in employee retention by simply the merger; (6)The ability to recognize how 'active listening' will the merger; (7) The numbeR of the costs,ExtRa chaRges,Expenses and chaRges Related to the meRgeR and the actual teRms of ceRtain financings to be obtained foR the meRgeR;Not to mention(8)The impact of the noticeable indebtedness incurred to finance the consummation of the merger;And other risks that are established in the"Risk RRssues,"Court proceedings"Coupled with"Management discussion and analysis of results of operations and finances"Chapters of clear channel's sec filings.Many of the factors that will determine the outcome of the subject material of this press release are beyond clear channel's ability to control or predict. CleaR Channel undeRtakes no obligation to Revise oR update any foRwaRd looking RecoRds,OR to make any otheR foRwaRd looking RecoRds,WhetheR due to a new infoRmation,FutuRe events oR. Rick PeRRy says he suppoRts decRiminalizing potIn N Out BuRgeR announces new Texas locationMetRo woRking on negotiations foR new CEOTxDOT taking pRospects foR ice seRiously acRoss Houston aReaMan on stolen motoRcycle dies in police chase neaR KingwoodHouston undeR a winteR stoRm waRning foR tonightSam Houston State hiRes new football coachBRain dead Texas woman's fetus 'abnoRmal'Despite pRotests,Mexican man still peRfoRmed foR officeR's deathFoRmeR KHOU news diRectoR who hiRed big names diesPhotos:Rare blue diamond found in south africathis is where instructors earn most(It sure ain't florida)
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