Emmis Announces Final Results of Dutch Auction Tender Offer and Reduction of Conversion Price of Emmis' Convertible Preferred Stock to $30.10

Emmis Announces Final Results of Dutch Auction Tender Offer and Reduction of Conversion Price of Emmis' Convertible Preferred Stock to $30.10

INDIANAPOLIS, June 17 /PRNewswire-FirstCall/ -- Emmis Communications Corporation (NASDAQ:EMMS) announced today the final results of its "Dutch Auction" tender offer which expired at midnight, New York City time, June 13, 2005. In the tender offer, Emmis offered to purchase for cash up to 20,250,000 shares of its Class A common stock at a price per share not less than $17.25 and not greater than $19.75.

Based on the final tabulation by Wachovia Bank, N.A., the depositary for the tender offer, 24,279,086 Class A shares were properly tendered and not withdrawn at prices at or below $19.50 per share. As a result, Emmis will accept for purchase 20,250,000 Class A shares at a purchase price of $19.50 per share, for a total cost of $394,875,000. Because the number of Class A shares tendered at or below the $19.50 price per share exceeded the number of Class A shares that Emmis offered to purchase, the resulting proration factor is 83.42% of the Class A shares tendered, other than 5,512 "odd-lot" Class A shares properly tendered at or below the $19.50 purchase price which will be purchased prior to proration.

The depositary will promptly issue payment for the Class A shares validly tendered and accepted under the tender offer and will return all other Class A shares tendered.

The Class A shares accepted for purchase represent approximately 38.98% of Emmis' 51,955,872 Class A shares issued and outstanding as of June 13, 2005. As a result of the completion of the tender offer, immediately following payment for the tendered Class A shares, Emmis expects that approximately 31,705,872 Class A shares will be issued and outstanding.

In connection with Emmis' previously announced Articles of Amendment to its second amended and restated articles of incorporation, the conversion price of Emmis' issued and outstanding convertible preferred stock will decrease from $39.0625 to $30.10 upon consummation of the tender offer.

Subject to applicable law, Emmis may, in the future, purchase additional Class A shares pursuant to its previously authorized share repurchase program, although Emmis and its affiliates are prohibited from repurchasing Class A shares until at least 10 business days after June 13, 2005. The share repurchase program permits Emmis to purchase a number of Class A shares equal to 5% of the total outstanding Class A shares after the tender offer.

Banc of America Securities LLC and Deutsche Bank Securities Inc. acted as the dealer managers and Georgeson Shareholder Communications, Inc. acted as the information agent for the tender offer.

Emmis Communications - Great Media, Great People, Great Service (R)

Emmis is an Indianapolis-based diversified media firm with radio broadcasting, television broadcasting and magazine publishing operations. Emmis owns 23 FM and 2 AM domestic radio stations serving the nation's largest markets of New York, Los Angeles and Chicago as well as Phoenix, St. Louis, Austin, Indianapolis and Terre Haute, IN. Emmis has recently announced its intent to seek strategic alternatives for its 16 television stations, which could result in the sale of all or a portion of its television assets. In addition, Emmis owns a radio network, international radio stations, regional and specialty magazines and ancillary businesses in broadcast sales and book publishing.

Certain statements included above which are not statements of historical fact, including financial data for quarters or other periods that are not yet completed and statements identified with the words "continues," "expect," "will," or "would," are intended to be, and are, identified as "forward- looking statements," and involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Emmis to be materially different from any future result, performance or achievement expressed or implied by such forward-looking statements. Such factors include, among others, general economic and business conditions; fluctuations in the demand for advertising; increased competition in the broadcasting industry including the implementation of competing formats in large markets; the attraction and retention of quality talent and other programming; public and governmental reaction to Emmis programming decisions; changes in the costs of programming; changes in interest rates; inability to grow through suitable acquisitions, including the desired radio; inability or delay in closing acquisitions or dispositions; terrorist attacks or other large-scale disasters; wars and other events creating economic uncertainty; and other factors mentioned in documents filed by Emmis with the Securities and Exchange Commission. Emmis does not undertake any obligation to publicly update or revise any forward-looking statements because of new information, future events or otherwise.

Source: Emmis Communications Corporation

CONTACT: Walter Berger, EVP & CFO, or Kate Snedeker, Media & Investor
Relations, of Emmis Communications Corporation, +1-317-266-0100

Web site: http://www.emmis.com/

-------
Profile: intent