Georgia Blue Chips
By Staff and news services-- The Atlanta Journal-Constitution, 8/25/2004

Judge rules on Cox buyout

Lawsuits filed by shareholders of Cox Communications that challenge a plan to take the company private will not be put on the fast track, a Delaware judge ruled Tuesday.

Vice Chancellor Leo Strine said he would allow a special committee of the Cox Communications board to evaluate the $32-per-share buyout proposal from privately held Cox Enterprises before considering a bid for an injunction to block the deal.

If the special committee negotiates a better deal, lawyers for shareholders could drop their attack, the Delaware Chancery Court judge said.

If the special committee approves a deal that is not advantageous to minority shareholders, he said, he can block the transaction and order a shareholder vote.

Terms of the offer from Cox Enterprises call for a deal by Dec. 15, according to court papers.

The recently appointed special committee includes former Atlanta Mayor Andrew J. Young; consulting firm president Janet M. Clarke; and Rodney W. Schrock, former chief executive of a technology company.

Attorneys for Cox Communications shareholders had asked the Delaware corporate law tribunal to move swiftly to prevent the special committee from giving the nod to the $7.9 billion offer from Cox Enterprises without putting the matter before public shareholders for a vote.

In court papers, proposed acquirer Cox Enterprises said the special committee had the power to approve the deal without asking shareholder consent.

On Aug. 2, the Cox family-controlled private company announced it would pay $32 per share for the 38 percent of Cox Communications now in the hands of public shareholders.

The announcement triggered an onslaught of shareholder suits, including 14 in Delaware's Court of Chancery and three in state court in Georgia. The suits say the price on the deal is unfair.

Cox Enterprises owns The Atlanta Journal-Constitution.

Also: Cox Communications announced faster business-grade broadband speeds for Cox Business Internet customers. One service offers download speeds of up to 6 megabits per second and upstream speeds of up to 1 megabits per second. The offerings and prices vary by market, said spokeswoman Jill Ullman.