Chancellor Media Retains BT Alex. Brown to Explore Strategic Alternatives Intended to Maximize Shareholder Value

Business Wire, Jan 20, 1999

DALLAS, Texas--(BUSINESS WIRE)--January 20, 1999--Chancellor Media Corporation (Nasdaq: AMFM) announced today that its Board of Directors has engaged the investment banking firm BT Alex. Brown Incorporated as a financial advisor to the Company. Pursuant to the engagement, BT Alex. Brown Incorporated will assist the management and Board of Chancellor Media in developing, reviewing and structuring a range of strategic alternatives intended to maximize shareholder value. Such alternatives may include, but are not limited to the sale, merger or consolidation of one or more of the operating divisions of the Company or the entire Company. The Company indicated that there can be no assurance as to the outcome of the strategic review.

Commenting on the action, Jeffrey A. Marcus, President and Chief Executive Officer of Chancellor Media said, "The Board, acting in its fiduciary capacity on behalf of all shareholders, believes that initiating a formal review of strategic alternatives to maximize shareholder value is warranted at this time. Chancellor comprises a multi-media portfolio of exceptional assets in three primary operating areas: radio broadcasting, outdoor advertising and television broadcasting. These operating divisions are led by proven senior executives who have distinguished themselves in their respective fields. Each operating area has consistently achieved results which are the best, or are among the best in its respective industry, and each is poised to extend this record. However, there remains a substantial disparity between Chancellor's market valuation and those of its peers. Accordingly, we have elected to pursue a strategic review intended to identify options which can result in enhanced shareholder value and better reflect the Company's outstanding assets, management, industry position and resources."

Chancellor Media Corporation is a diversified media company consisting of the Chancellor Radio Group, Chancellor Outdoor Group, Katz Media (a leading media representation firm), Chancellor Marketing Group, and the planned Chancellor Television Group. Reflecting announced transactions, Chancellor Radio Group will be the nation's largest radio broadcasting entity with over 465 stations in approximately 105 markets reaching a weekly listener base of over 65 million people. Through the AMFM Radio Network, Chancellor offers syndicated programming nationwide. Internationally, Chancellor has acquired Primedia Broadcast Group, Inc. which owns and operates eight FM radio stations in Puerto Rico. Chancellor Outdoor Group is the nation's fifth largest outdoor advertising company operating over 36,000 display faces in 37 states. Chancellor's Katz Media is the only full-service media representation firm in the United States serving multiple types of electronic media. Chancellor Marketing Group is a full service, sales promotion firm developing and integrating marketing programs for Fortune 1000 companies.

Upon consummation of announced transactions, in addition to radio, outdoor advertising, media representation and marketing operations, Chancellor will have significant television operations. Chancellor Television Group, through ownership and local marketing agreements, will operate 13 network-affiliated television stations in 8 markets.

This news announcement contains certain forward-looking statements that are based upon current expectations and involve certain risks and uncertainties within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Key risks are described in Chancellor's reports filed with the U.S. Securities and Exchange Commission. Readers should note that these statements may be impacted by several factors, including economic changes and changes in the broadcasting industry generally and, accordingly, the Company's actual performance and results may vary from those stated herein and Chancellor undertakes no obligation to update the information contained herein.