Late last night the word came down that Cox Media Group, a wholly-owned subsidiary of Cox Enterprises, successfully completed its tender offer to acquire all of the outstanding shares of Class A common stock of Cox Radio (NYSE: CXR) not otherwise owned by Cox Media Group. The twice-extended offer expired at 5:00 p.m., New York City time, last night, Tuesday, May 19, 2009.
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. Cox Media Group has accepted for payment all shares validly tendered pursuant to the tender offer.
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. Shareholders who have tendered their shares will receive $4.80 per share for their shares promptly following the guaranteed delivery period.
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.
