Mergers & Acquisitions and Emmis Communications and Public Companies and Deals and Radio Station Owners and Communications and Media & Marketing

CEO Smulyan gets OK to take Emmis private

May 26, 2010

Emmis Communications Corp. agreed to be acquired for about $90 million by closely held JS Acquisition LLC, a company formed by Emmis Chairman and CEO Jeffrey H. Smulyan.

Emmis’s board unanimously approved the transaction, the companies said Tuesday in a statement. Smulyan’s offer was announced on April 26.

Acquisition LLC is offering $2.40 a share in cash, a 12-percent premium to Tueday’s closing price of $2.14, according to Bloomberg data. The stock has gained 84 percent this year in NASDAQ Stock Market trading.

Emmis, based in Indianapolis, owns 23 radio stations in cities including Los Angeles, Chicago and New York. The company also operates radio networks in Slovakia and Bulgaria and publishes magazines including Indianapolis Monthly.

Smulyan tried to take the company private four years ago, but that deal bogged down at the board level over price. As talks dragged on, credit market soured, and Smulyan ended discussions.

The 2006 offer of $15.25 per share—a bid that valued the entire company at $567 million—looks rich by today’s standards. The stock plunged as low as 24 cents last July and rallied to around $2.30 before Smulyan unveiled his new, $2.40-per-share buyout offer.

Within hours of the April 26, law firms began issuing press releases saying they were looking into filing breach-of-fiduciary-duty suits. Two such lawsuits were filed this montn in Marion Superior Court.

Smulyan, 63, is the company’s controlling shareholder. Although he owns less than 20 percent of the shares, most of his stock has special voting rights on nearly all matters except a going-private transaction. In that scenario, each of his shares has a single vote, putting him on equal footing with rank-and-file shareholders.

Yet even with the diminished voting power, experts believed Smulyan could win enough support to close his deal—in part because other shareholders recognize this might be the best they can get.

This story will be updated.

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