City Lead Developments Limited completed the acquisition of 87.9% stake in Clear Media Limited from International Value Advisers, LLC, Mittleman Investment Management, LLC, Clear Channel KNR Neth Antilles NV and Media General Superannuation Fund and others for HKD 3.4 billion
The Independent Board Committee, comprising Zhu Jia, Robert Gazzi, Wang Shou Zhi, Thomas Manning and Christopher Thomas, has been formed to advise the Shareholders and the Option holders as to whether the terms of the Offers are, or are not, fair and reasonable. It is the intention of City Lead that the existing business of Clear Media Limited shall continue unaffected, notwithstanding the offer. On March 30, 2020, Clear Channel KNR gave the Clear Channel KNR Undertaking in favor of City Lead, pursuant to which Clear Channel KNR has irrevocably undertaken to City Lead to accept the share offer. The offer is subject to City Lead acquiring a minimum of 50.1% stake. As of April 28, 2020, valid acceptances of 275 million shares have been received, representing around 50.91% stake from Clear Channel KNR and accordingly, the condition for minimum tender has been satisfied. Thus the offer has become unconditional in all respects on April 27, 2020. Clear Channel Outdoor will use the deal's expected net proceeds to improve its financial standing. The transaction is expected to be completed on June 1, 2020. As of June 1, 2020, closing date of offer has been extended to June 15, 2020. As of June 15, 2020, closing date of offer has been extended to June 29, 2020. As on June 29, 2020, valid acceptances of 476,136,416 shares have been received, representing around 87.9% stake and closing date of offer has been extended to July 13, 2020.
CLSA Capital Markets Limited and Pak Hiu Ching and Li Jie of China International Capital Corporation Hong Kong Securities Limited acted as financial advisers to City Lead. Goldman Sachs acted as financial advisor and Slaughter and May acted as legal advisor to JCDecaux's financial, 23% shareholder of City Lead financial and legal advisors respectively. Nicholas Norris and Derek Poon of Kirkland & Ellis acted as legal advisor and Credit Suisse (Hong Kong) Ltd. acted as financial advisor to Clear Channel Outdoor Holdings, Inc. (NYSE : CCO), parent company of Clear Channel KNR Neth Antilles NV. Joshua M. Dubofsky of Latham & Watkins acted as legal advisor to Credit Suisse. Jenny Leung of Somerley Capital Limited acted as independent financial adviser for City Lead Developments Limited in the transaction. Tricor Tengis Limited acted as Registrar for Clear Media Limited. CITIC Securities Company Limited (SHSE:600030) acted as financial adviser for City Lead Developments Limited. Virginia Lee of Clifford Chance acted as legal advisor for Credit Suisse (Hong Kong) Ltd.
City Lead Developments Limited completed the acquisition of 87.9% stake in Clear Media Limited (SEHK:100) from International Value Advisers, LLC, Mittleman Investment Management, LLC, Clear Channel KNR Neth Antilles NV and Media General Superannuation Fund, Aimia Inc. (TSX:AIM) and others for HKD 3.4 billion on July 13, 2020. Kay Ian Ng of Sullivan & Cromwell (Hong Kong) LLP acted as legal advisor to Clear Media Limited.