LOS ANGELES, April 12, 2006 (PRIMEZONE) -- Today, Oaktree Capital Management, LLC ("Oaktree"), on behalf of certain funds managed by Oaktree (the "OCM Funds"), sent a letter to the Board of Directors of Interep National Radio Sales, Inc. (Pink Sheets:IREP) ("Interep" or the "Company") notifying the Board that the OCM Funds' offer to acquire all of the Company's outstanding common shares pursuant to a merger transaction for consideration of $1.10 in cash per share (the "OCM Offer") -- which represents a 439% premium to yesterday's closing price -- will expire at 5:00 pm EDT on Friday, April 21, 2006.
The OCM Funds executed a letter of intent with the Company on November 10, 2005 setting forth the OCM Offer, and the OCM Funds subsequently completed their due diligence and communicated to the Company their willingness to enter into definitive documentation on December 13, 2005.
Despite the OCM Funds' continued efforts to complete the above-referenced transaction, the Company's Board has permitted four months of unnecessary delay. Consequently, if the Company's Board chooses not to finalize the transaction before the end of next week, the OCM Funds will withdraw the OCM Offer and will reserve their rights to pursue claims against the Company and its directors and officers.
The OCM Funds own shares of the Company's Class A common stock and are also collectively the largest holder of the Company's 10% Senior Subordinated Notes due 2008.
April 12, 2006
Mr. Ralph C. Guild, Chairman (ralph_guild@interep.com) Mr. Terry Bate, Director (tbate@mac.com) Mr. Howard M. Brenner, Director (hbrenner@mlga.com) Mr. Marc G. Guild, Director (marc_guild@interep.com) Mr. John E. Palmer, Director (jpalmer@privilegemagazine.com) Mr. George E. Pine, Director (george_pine@interep.com) Mr. Arnie Semsky, Director (semsky@ix.netcom.com) Mr. Arnold Sheiffer, Director (asheiffer@gtam.com)
TO THE MEMBERS OF THE BOARD OF DIRECTORS OF INTEREP NATIONAL RADIO SALES, INC:
Re: Interep National Radio Sales, Inc. ("Interep" or the "Company")
Dear Board Member:
As you know, certain funds managed by Oaktree Capital Management, LLC (together, the "OCM Funds") entered into a letter of intent with Interep on November 10, 2005 (the "Executed LOI") pursuant to which the OCM Funds, subject to their satisfactory completion of due diligence, would acquire through a merger transaction all of the Company's outstanding common shares for $1.10 in cash per share. We had initially proposed $0.75 per share, but agreed to raise our offer to $1.10 in exchange for a timely process.
The Executed LOI stipulates that Interep and the OCM Funds shall use their commercially reasonable efforts to enter into a definitive agreement within two weeks after the OCM Funds confirm their willingness to move forward with the transaction. On December 13, 2005, the OCM Funds provided such confirmation to the Company with the expectation that the definitive agreement would be signed by the end of 2005.
Instead of following the agreed upon process, over the past four months the Board of Directors disbanded the original special committee that was authorized to negotiate the transaction, changed counsel twice and changed financial advisors, all of which created confusion, unnecessary delay and increased expense. The OCM Funds believe that these actions may have been taken in bad faith.
Our patience is running out. The OCM Funds are still prepared to complete the transaction at $1.10 in cash per share (which represents a 439% premium to yesterday's closing price), subject only to limited customary conditions for transactions of this type. However, if the Company's Board chooses not to finalize the transaction by 5:00 pm EDT on Friday, April 21, 2006, we will withdraw our offer.
My colleagues and I firmly believe that this transaction is in the best interests of the Company's shareholders and that any further delay in finalizing the transaction will cause irreparable damage to the shareholders. Accordingly, we urge you to take very seriously your fiduciary duties to Interep's shareholders. We will make ourselves available immediately upon your request to finalize the remaining points in the definitive documentation with the objective of signing such documents by the end of next week.
This letter is without prejudice to the full exercise by the OCM Funds of any and all of its rights and remedies against the Company and against each of its directors and officers, all of which expressly are reserved.
Sincerely,
B. James Ford
Managing Director
Oaktree Capital Management, LLC