Despite saying that Friday’s deadline for tendering shares would not be extended, Cox Enterprises has moved the goal line again – to 5:00 pm ET tomorrow, Tuesday, May 19. As of the Friday deadline, Cox Enterprises said 97% of the minimum number of public shares of Cox Radio had been tendered for its proposed buyout at $4.80 per share.
As we reported Friday, as of last Wednesday’s deadline Cox Enterprises was still about two million shares short of the 8,420,424 needed to meet the requirement of 50% of all publicly held shares (those not already held by Cox Enterprises and affiliated parties) being tendered for the buyout. Extending the deadline to Friday (5/15) brought the company to within about 275,000 of the goal, but that’s not good enough.
“We achieved 97% of the majority of the minority condition and only need approximately 275,000 additional shares to satisfy that condition,” commented John M. Dyer, Chief Financial Officer of Cox Enterprises. “An additional two million shares were tendered over the first two-day extension, and we want to give shareholders two additional days to tender their shares and work through the mechanics and instructions with their custodian bank or broker,” he said.
As of 5:00 p.m. on May 15, 2009, 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. So, the tenders by non-affiliated parties totaled 8,145,000 by RBR/TVBR’s calculation.
“Accordingly, tendered shares represent approximately 97% of the shares needed to satisfy the majority of the minority condition. If the majority of the minority condition is not satisfied as of the new expiration date, Cox Enterprises does not intend to further extend the offer,” the latest statement said. Of course, they said that before.
RBR/TVBR observation: It ain’t over ’til the fat lady sings. Will she be able to clear her throat by tomorrow afternoon? This buyout has faced substantial resistance from the start, when the offer was $3.80 per share. Even the buck a share increase hasn’t convinced some shareholders that this is a deal worth doing. And since there are several lawsuits pending from shareholders who claim they’re being shortchanged, this may not be over even if a few hundred thousand additional shares are tendered by tomorrow’s new deadline.