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Filed by SFX Entertainment, Inc.
Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed
pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: SFX Entertainment, Inc.
Commission File No: 1-9645
On February 29, 2000, SFX Entertainment, Inc. and Clear Channel
Communications, Inc. issued the following joint press release related to
the merger agreement between SFX Entertainment, Inc. and Clear Channel
Communications, Inc.:
CLEAR CHANNEL COMMUNICATIONS, INC. AND SFX ENTERTAINMENT, INC.
ANNOUNCE MERGER
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(SAN ANTONIO AND NEW YORK) -- FEBRUARY 29, 2000... LOWRY MAYS, Chairman and CEO
oF CLEAR CHANNEL COMMUNICATIONS, INC. (NYSE: CCU) and ROBERT F.X. SILLERMAN,
Executive Chairman of SFX ENTERTAINMENT, INC. (NYSE: SFX) announced today that
the companies have entered into a definitive merger agreement. SFX is the
world's largest diversified promoter, producer and venue operator for live
entertainment events. As of the market close on February 28, 2000, the
transaction values SFX Entertainment at approximately $4.4 billion. This
includes the assumption of approximately $1.1 billion of SFX's debt net of cash.
SFX provides integrated promotion, production, venue operation and event
management services for a broad variety of live entertainment events. SFX
currently owns or operates 120 live entertainment venues in 31 of the top 50
U.S. markets, including 16 amphitheaters in the top 10 markets. In addition, SFX
is a leading fully-integrated sports marketing and management company,
representing more than 650 professional athletes and is the largest producer and
promoter of specialized motor sports shows in the U.S.
Including pending acquisitions, Clear Channel will own and operate radio
stations and/or outdoor advertising properties in virtually every U.S. market
where SFX owns and/or operates live entertainment venues.
Lowry Mays said: "This transaction allows Clear Channel, through SFX, to gain
immediate leadership in the highly attractive live entertainment segment, while
taking advantage of the natural relationship between radio and live music
events. It leverages the marketing and promotional strength of Clear Channel's
broadcasting and outdoor advertising platforms and adds a new component to the
marketing solutions, which Clear Channel can provide to its customers to help
them sell their products. Additionally, it creates an exceptional platform for
Clear Channel to pursue initiatives relating to the Internet and music."
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Robert F.X. Sillerman said: "Having known the Mays family for almost 20 years
and having watched the spectacular growth of the company and performance of
their stock, it was a surprisingly easy decision to accept their offer. In the
ever-expanding world of media and entertainment, the combination of distribution
and content is becoming increasingly important. While what we have created as
the world's leader in live entertainment and sports marketing is gratifying,
there is no question that the combination with Clear Channel will accelerate our
growth and further strengthen our already excellent prospects. This is a classic
win-win situation for our shareholders and for Clear Channel's shareholders."
Under the terms of the agreement, SFX Class A shareholders will receive 0.6
shares of Clear Channel Communications, Inc. common stock for each SFX share,
and SFX Class B shareholders will receive one share of Clear Channel
Communications, Inc. common stock for each SFX share, on a fixed exchange basis.
The transaction is expected to be consummated early in the third quarter of
2000, subject to the vote of SFX's stockholders, and customary regulatory
approvals and closing conditions.
Salomon Smith Barney acted as financial advisor to Clear Channel in the
transaction. Bear Stearns acted as financial advisor to SFX Entertainment.
Lehman Brothers acted as financial advisor to SFX's Committee of Independent
Directors.
Clear Channel Communications, Inc. is a global leader in the out-of-home
advertising industry with radio and television stations and outdoor displays in
32 countries around the world. Including announced transactions, Clear Channel
operates 867 radio and 19 television stations in the United States reaching over
120 million people weekly. Through its wholly owned subsidiary Premiere Radio
Networks, Clear Channel reaches 40 million people weekly on 7,800 affiliates.
Additionally, Clear Channel has equity interests in over 240 radio stations
internationally. Clear Channel also operates more than 550,000 outdoor
advertising displays.
SFX Entertainment is the world's largest diversified promoter, producer and
presenter of live entertainment events. SFX currently owns and/or operates 120
live entertainment venues in 31 of the top 50 US markets, including 16
amphitheaters in the top 10 markets. In 1999, more than 60 million people
attended approximately 26,000 events promoted and/or produced by SFX, including
more than 7,000 music concerts, 13,300 theatrical shows, 1,400 family
entertainment shows and 520 specialized sports shows.
SFX produces and promotes live music events, as well as develops and manages
touring Broadway shows in 55 markets. SFX is also a leading fully integrated
sports marketing and management company specializing in the representation of
athletes and broadcasters, integrated event management, television
programming/production and marketing consulting services in sports, news and
other entertainment industries. Additionally, SFX Sports produces and promotes
specialized motor sports events.
Certain statements in this release, including the operation and prospects of the
combined company, constitute "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results performance or achievements of Clear Channel
or SFX to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements.
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MEDIA CONTACTS:
SFX Entertainment Clear Channel Communications
Dan Klores Associates - Contact: Terri Hunter or
Public Relations Lanita Edwards
Contact: Sean F. Cassidy (210) 822-2828
(212) 981-5233
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Forward-Looking Information
This news release contains certain "forward-looking statements," within
the meaning of the Private Securities Litigation Reform Act of 1995. The
forward-looking statements herein include statements about the merger agreement
between SFX Entertainment, Inc. and Clear Channel Communications, Inc. These
statements are based on management's current expectations and are subject to
uncertainty and changes in circumstances. Actual results may vary materially
from the expectations contained herein. Forward-looking statements can be
identified by the fact that they do not relate strictly to historical or current
facts. They often include words like "believe," "expect," "anticipate,"
"estimated," "pro forma," and "intend" or future or conditional verbs such as
"will," "would," or "may." The following factors, among others, could cause
SFX's actual results to differ materially from expected results: cost related to
or delays in completing the proposed transaction; failure of the stockholders of
SFX Entertainment, Inc. to approve the proposed transaction; the inability to
obtain, or meet conditions imposed for, governmental or other approvals for the
proposed transaction; difficulties in integrating the operations of SFX
Entertainment, Inc. with those of Clear Channel Communications, Inc.; and
changes in general, business, competitive and/or regulatory economic conditions
that may adversely affect the businesses in which SFX Entertainment, Inc. and
Clear Channel Communications, Inc. are engaged and changes in the securities
markets. More detailed information about those factors are set forth in filings
by SFX Entertainment, Inc. and Clear Channel Communications, Inc. with the
Securities and Exchange Commission, including the most recent quarterly report
on Form 10-Q and current reports on Form 8-K. SFX Entertainment, Inc. is not
under any obligation to (and expressly disclaims any such obligation to) update
or alter its forward-looking statements whether as a result of new information,
future events or otherwise.
Additional Information
Clear Channel Communications, Inc. and SFX Entertainment, Inc. plan to file
a preliminary and definitive prospectus/proxy statement and other relevant
documents concerning the proposed transaction referenced in the foregoing
information with the Securities and Exchange Commission. We urge investors to
carefully read the definitive prospectus/proxy statement, and any other relevant
documents filed with the SEC, because they will contain important information.
The prospectus/proxy statement will be sent to stockholders of SFX
Entertainment, Inc. seeking their approval of the proposed transaction.
Investors may obtain free of charge a copy of the definitive prospectus/proxy
statement
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(when it is available) and other documents filed by SFX Entertainment, Inc. or
Clear Channel Communications, Inc. with the SEC at the SEC's website,
www.sec.gov. In addition, documents filed with the SEC by Clear Channel
Communications, Inc. will be available free of charge upon written request to
Clear Channel Communications, P.O. Box 659512, San Antonio, Texas 78265-9512.
Documents filed with the SEC by SFX Entertainment, Inc. will be available free
of charge from SFX Entertainment, Inc. 650 Madison Avenue, 16th Floor New York,
New York 10022, Attn: Thomas P. Benson or call us at (212) 838-3100.
SFX Entertainment, Inc. and its directors, executive officers and certain
other members of SFX Entertainment, Inc. management and employees may be
soliciting proxies from stockholders of SFX Entertainment, Inc. in favor of the
proposed transaction. Information concerning the participants in the proxy
solicitation will be set forth in the prospectus/proxy statement when it is
filed with the SEC.
