Cox Radio Inc. Investor Class Action Lawsuit - 04/08/2009

On April 08, 2009 an investor in Cox Radio (Public, NYSE:CXR) shares filed a proposed class action lawsuit on behalf of all persons, who own the common stock of Cox Radio before the announcement of the proposed acquisition in the United States District Court of the Northern District of Georgia in Atlanta against Cox Radio, Inc, its board of directors, Cox Enterprises and Cox Media.

According to the complaint, on March 23, 2009, Cox Enterprises, Inc, the majority stockholder of Cox Radio, through its unit Cox Media Group, Inc, announced that it would commence a cash tender offer of the outstanding publicly held minority interest in Cox Radio for $3.80 per share in cash, or a total payment of approximately $69.1 million, including fees and expenses. The plaintiff alleges that Cox Enterprises seeks to acquire the remaining Cox Radio publicly held shares on unfair terms and without regard to the best interests of Cox Radio’s public shareholders or the intrinsic value of Cox Radio’s stock. According to the complaint the tender offer leaves the public stockholders of Cox Radio faced with an unfair coercive Tender Offer and without a fully informed voluntary choice whether to sell Cox Radio or seek appraisal. The plaintiff alleges that the board of Cox Radio caused to be filed with the U.S. Securities and Exchange Commission on April 03, 2009 a Recommendation Statements which misstates certain material facts and altogether omits others in order to coerce shareholders into tendering their shares. The complaint accuses that the tender offer serves no legitimate business purpose of Cox Radio but rather is an attempt by the defendants to enable Cox Enterprises to benefit unfairly from the transaction at the expense of Cox Radio’s public shareholders and Cox Enterprises has breached and will breach their duty as controlling stockholder of Cox Radio by engaging in improper overreaching in attempting to carry out the tender offer.