An investigation on behalf of current investors in Cox Radio, Inc. (NYSE: CXR) over possible breaches of fiduciary duty by the board of directors of Cox Radio, Inc. (NYSE: CXR) in connection with their agreement to be acquired by their majority stockholder for an unfair price was announced.

Cox Enterprises announced that it offers to acquire all of the outstanding publicly held minority interest in Cox Radio, Inc. (NYSE: CXR) for $3.80 per share in cash, or a total payment of approximately $69.1 million, including fees and expenses. The proposal represents a 15.2% premium over Friday's closing price and a 21.8% premium over the ten-day volume weighted average closing price, but the offered price is 6.5% below CXR stocks 30 day average, 21.2% below CXR stocks three month average price, and 70.9% below the stocks 52 week high. According to the press release, the investigation by a law firm focuses on allegations that Cox Radio, Incs board of directors breached its fiduciary duties in connection with its agreement to sell Cox Radio to Cox Enterprises.

Cox Enterprises is the largest shareholder of Cox Radio (CXR) and owns the 97% of the CXRs voting interest. According to the investigation at least 3 of Cox Radios 9 directors are affiliated with Cox Enterprises, which could explain, in part, the low price being offered to CXRs public stockholders and because this transaction is being proposed by Cox Radios majority stockholder, it must be entirely fair to the public stockholders of Cox Radio, Inc., and does not seem to be an entirely fair price.

Upon expiration of the tender offer Cox Enterprises owns 90% of Cox Radio's equity, Cox Radio would become a wholly-owned subsidiary of Cox Enterprises. Cox Radio, Inc., based in Atlanta, Georgia, is a radio broadcasting company, engages in the acquisition, development, and operation of radio stations in the United States.