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Cox Enterprises, Inc. Reaches Agreement to Acquire Public
Minority Stake in Cox Communications, Inc.
Price of $34.75 in cash per share for 38% public stake
ATLANTA, Oct. 19 /PRNewswire-FirstCall/ -- Cox Enterprises, Inc. (CEI) and Cox
Communications, Inc. (CCI) (NYSE:COX) announced that they have reached an
agreement for CEI to acquire the outstanding publicly held minority shares of
CCI for $34.75 per share. The price represents a 26% premium over the July 30
closing price of $27.58 and an 8.6% premium over CEI's original proposal of $32
per share. CCI's full Board of Directors, with a unanimous recommendation of a
Special Committee comprised of independent directors, unanimously approved the
transaction. It will be structured as a cash tender offer by CEI and CCI
commencing in approximately two weeks, followed by a merger. Upon completion
of the transaction, which CEI believes can be completed by mid- December, CCI
will become a wholly owned subsidiary of CEI.
"We are pleased to reach an agreement that makes sense for CEI and at the same
time provides a full and fair price to CCI shareholders. It provides CCI
shareholders with the opportunity to receive a substantial cash premium over
the July 30 closing price," said James C. Kennedy, Chairman and Chief Executive
Officer of CEI. "The transaction will allow CEI to increase its investment in
the cable industry and strengthen CEI as a whole."
"Following an in-depth analysis with the assistance of our independent
advisors, the Special Committee is satisfied that the financial agreement
reflects an appropriate and fair price for the public shareholders," said Janet
Clarke, Chair of the Special Committee.
"CEI is a great steward of its businesses and becoming fully private within the
Cox family of companies will give us even more momentum in the marketplace."
said Jim Robbins, President and Chief Executive Officer of CCI. "We're looking
forward to running our business with a stronger long-term focus and continuing
to provide our customers with outstanding service."
As the next step in the process, CEI and CCI expect to commence a tender offer
under the agreement in approximately two weeks. The tender offer will be
subject to the condition that the majority of the publicly held minority shares
are validly tendered and not withdrawn before the expiration of the tender
offer, as well as other customary conditions.
Citigroup Global Markets and Lehman Brothers Inc. are serving as CEI's
exclusive financial advisors in this transaction. Goldman, Sachs & Co. is
serving as exclusive financial advisor to the Special Committee of CCI in this
transaction. Citigroup, Lehman and JPMorgan have committed to provide $10
billion to fund the transaction, pay related fees and expenses, and provide CEI
and CCI additional liquidity.
CEI and CCI also announced that they have entered into memoranda of
understanding with counsel for the plaintiffs in the pending shareholder
litigation that they anticipate will lead to settlement of such litigation.
This press release is intended for informational purposes only and is not an
offer to buy, a solicitation of an offer to sell or a recommendation to sell
any shares of CCI common stock. The solicitation of offers to sell CCI shares
will only be made pursuant to a tender offer statement on Schedule TO and an
offer to purchase and related materials. CCI shareholders and other interested
parties are urged to read the tender offer statement on Schedule TO, the offer
to purchase and CCI's solicitation/recommendation statement on Schedule 14D-9
and other relevant documents filed with the SEC by CEI and CCI when they become
available because they will contain important information. CCI shareholders
will be able to obtain such documents free of charge at the SEC's web site:
http://www.sec.gov/ or from CEI at 6205 Peachtree Dunwoody Road, Atlanta, GA
30328, Attn: Corporate Communications.
Cox Enterprises (http://www.coxenterprises.com/ )
Cox Enterprises is one of the nation's leading media companies and providers of
automotive services, with 2003 revenues of $10.7 billion and 77,000 employees.
Major operating subsidiaries include Cox Communications, Inc. ([NYSE: COX]
cable television distribution, telephone, high-speed Internet access and other
advanced broadband services); Cox Newspapers, Inc. (newspapers, local and
national direct mail advertising and customized newsletters); Cox Television
(television and television sales rep firms); Cox Radio, Inc. ([NYSE: CXR]
broadcast radio stations and interactive Web sites); and Manheim Auctions, Inc.
(vehicle auctions, repair and certification services and web-based technology
products). CEI also owns an equity stake in AutoTrader.com, the world's
largest and most visited online source of vehicle listings for dealers and
consumers.
Cox Communications (http://www.cox.com/ )
Cox Communications, Inc. (NYSE:COX), a Fortune 500 company, is a multi- service
broadband communications company with approximately 6.6 million total
customers, including approximately 6.3 million basic cable subscribers. The
nation's third-largest cable television provider, Cox offers both analog cable
television under the Cox Cable brand as well as advanced digital video service
under the Cox Digital Cable brand. Cox provides an array of other
communications and entertainment services, including local and long distance
telephone under the Cox Digital Telephone brand; high-speed Internet access
under the Cox High Speed Internet brand; and commercial voice and data services
via Cox Business Services. Local cable advertising, promotional opportunities
and production services are sold under the Cox Media brand. Cox is an investor
in programming networks including Discovery Channel. More information about Cox
Communications can be accessed on the Internet at http://www.cox.com/ .
CAUTIONARY STATEMENT: Statements in this document represent the intentions,
plans, expectations and beliefs of CEI and CCI and involve risks and
uncertainties that could cause actual events to differ materially from the
events described in this document, including risks or uncertainties related to
whether the conditions to the tender offer will be satisfied, and if not,
whether the tender offer and merger will be completed, as well as changes in
general economic conditions, stock market trading conditions, tax law
requirements or government regulation, and changes in the broadband
communications industry or the business or prospects of CCI. CEI and CCI wish
to caution the reader that these factors, as well as other factors described or
to be described in CEI's or CCI's SEC filings with respect to the transaction,
are among the factors that could cause actual events or results to differ
materially from CEI's or CCI's current expectations described herein.
Media Contacts: Investor Contact:
Bob Jimenez - CEI Richard Jacobson - CEI
(678) 645-0070 (678) 645-0111
Ellen East - CCI Lacey Lewis - CCI
(404) 843-5281 (404) 269-7608
DATASOURCE: Cox Enterprises, Inc.
CONTACT: Media: Bob Jimenez - CEI, +1-678-645-0070,
, or Ellen East - CCI, +1-404-843-5281,
; Investors: Richard Jacobson - CEI, +1-678-645-0111,
, or Lacey Lewis - CCI, +1-404-269-7608,
Web site: http://www.coxenterprises.com/
http://www.cox.com/