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Filed by Clear Channel Communications, Inc.
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Clear Channel Communications, Inc.
Commission File No. 1-9645
The following communications contain forward-looking statements within
the meaning of the Safe Harbor Provisions of the Private Securities Litigation
Reform Act of 1995. The forward-looking statements include references made in
the following press release, such as statements regarding:
o future financial and operating results,
o the proposed Clear Channel/SFX merger,
o the operation and prospects of the combined Clear Channel/SFX, and
o completion and benefits of pending acquisitions.
Such statements are based on management's current expectations or
beliefs and are subject to a number of factors and uncertainties that could
cause actual results to differ materially from those described in the
forward-looking statements. In particular, the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: inability to obtain, or meet conditions imposed for,
governmental approvals for the merger; failure of the SFX stockholders to
approve the merger; the risk that the Clear Channel and SFX businesses will not
be integrated successfully; costs related to the merger; risks of new and
changing regulation in the U.S. and internationally.
For a detailed discussion of these and other cautionary statements,
please refer to Clear Channel's filings with the Securities and Exchange
Commission, especially in the "Item 1. Business - Forward-Looking Statements May
Prove Inaccurate" section of Clear Channel's Form 10-K for the fiscal year ended
December 31, 1998.
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THE FOLLOWING IS THE PRESS RELEASE DISSEMINATED BY CLEAR CHANNEL ON FEBRUARY 29,
2000.
Clear Channel Communications, Inc. and SFX Entertainment, Inc. Announce Merger
(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,
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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."
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.
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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.
MEDIA CONTACTS:
SFX Entertainment Clear Channel Communications
Dan Klores Associates - Public Relations Contact: Terri Hunter or
Contact: Sean F. Cassidy Lanita Edwards
(212) 981-5233 (210) 822-2828
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INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE PROXY
STATEMENT/PROSPECTUS REGARDING THE BUSINESS COMBINATION TRANSACTION REFERENCED
IN THE FOREGOING INFORMATION, WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. SUCH PROXY STATEMENT/PROSPECTUS WILL BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION BY CLEAR CHANNEL COMMUNICATIONS, INC.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN A FREE COPY OF THE PROXY
STATEMENT/PROSPECTUS (WHEN AVAILABLE) AND OTHER DOCUMENTS FILED BY CLEAR CHANNEL
AT THE COMMISSION'S WEB SITE AT www.sec.gov. THE PROXY STATEMENT/PROSPECTUS AND
SUCH OTHER DOCUMENTS MAY ALSO BE OBTAINED FROM CLEAR CHANNEL BY DIRECTING SUCH
REQUEST TO CLEAR CHANNEL COMMUNICATIONS, INC., 200 CONCORD PLAZA, SUITE 600, SAN
ANTONIO, TEXAS 78216, ATTN: INVESTOR RELATIONS, TEL: (210) 822-2828.
