Cox Enterprise Inc. (CEI) wants to acquire the outstanding publicly held minority interest in Cox Communications, Inc. (CCI), the unit in charge of cable television distribution, telephone, high-speed Internet access and other advanced broadband services. The company is offering to pay $32 per share in cash, 16% premium over Friday's closing price and a 14% premium over the ten-day average closing price.
According to company officials, the CCI board of directors will form a special committee of independent directors to consider the proposal with the assistance of outside financial and legal advisors and to negotiate the proposal with CEI. Directors of CCI affiliated with CEI will not participate in the evaluation of the proposal, which requires the approval of the special committee.
Following successful conclusion of negotiations with the special committee, CEI expects to file appropriate materials with the Securities and Exchange Commission and mail such materials to CCI shareholders. CEI currently contemplates the transaction would be implemented through a cash tender offer for the publicly held CCI shares followed by a cash merger at the same per share price paid in the tender offer.
Citigroup Global Markets and Lehman Brothers, Inc. are serving as CEI's financial advisors in the transaction and have committed to provide $7.9 billion to fund the tender offer and merger, as well as related fees and expenses, under a $10 billion total funding commitment. The remaining $2.1 billion will be used to refinance existing indebtedness at CEI and for working capital and other corporate purposes.
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