Cox Radio, Inc.

Lead Plaintiff Deadline: Jun 29, 2009 + Deadline passed

Summary of Case:

A securities class action has been filed against Cox Radio, Inc. (Ticker: CXR) ("Cox Radio" or the "Company") on behalf of all persons who own common stock of Cox Radio.

The complaint alleges that on March 23, 2009, Cox Enterprises, Inc., the Company's majority stockholder, through its unit Cox Media Group, Inc. ("Cox Media") (collectively, "Cox Enterprises"), announced that it would commence a cash tender offer for all 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 "Tender Offer").  

The Complaint 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 the Company's public shareholders or the intrinsic value of Cox Radio's stock. Indeed, the consideration to be paid to the class members is unconscionable, unfair and grossly inadequate consideration because, among other things, the intrinsic value of the stock of Cox Radio is materially in excess of $3.80 per share, and the $3.80 per share price is not the result of arm's length negotiations but was fixed arbitrarily by Cox Enterprises to "cap" the market price of Cox Radio stock, as part of a plan for defendants to obtain complete ownership of Cox Radio assets and business at the lowest possible price.

The Tender Offer leaves the public stockholders faced with an unfairly coercive Tender Offer and without a fully informed voluntary choice whether to sell the Company or seek appraisal. If the Tender Offer closes with less than 90% owned by Cox Media, the Company's shareholders run the risk of not having a free market to sell their shares.   Moreover, in order to coerce shareholders into tendering their shares, the Company's Board of Directors caused to be filed with the SEC on April 3, 2009, a Recommendation Statement, Form 14D-9 ("14D-9") which misstates certain material facts and altogether omits others. For example, the 14D-9, inter alia, fails to provide shareholders with material information critical to an understanding of the financial analyses performed by the Company's financial advisor. Consequently, the Company's public shareholders are being asked to make a decision on whether to tender their shares or seek appraisal without adequate information (and in a highly condensed time frame).  

The Tender Offer serves no legitimate business purpose of Cox Radio but rather is an attempt by defendants to enable Cox Enterprises to benefit unfairly from the transaction at the expense of Cox Radio's public shareholders. The proposed plan will, for a grossly inadequate consideration, deny plaintiff and the other members of the class their right to share proportionately in the future success of Cox Radio and its valuable assets, while permitting Cox Enterprises to reap huge benefits from the transaction.  

By reason of the foregoing acts, practices and course of conduct, 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. The individual defendants have violated their fiduciary duties to Cox Radio and the remaining stockholders of Cox Radio in the event that they fail to oppose the bid on the terms presently proposed. 

If you purchased this company's shares during the Class Period and suffered a loss or for further information about the case, please review the links below.