19X, Inc. 650 Madison Avenue New York, NY 10022
Exhibit 99.39
19X, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
November 1, 2008
CKX, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, XX 00000
Attn: Xxxxxx X. Xxxxx
Re: Agreement and Plan of Merger, dated as of June 1, 2007, by and among CKX, Inc., 19X, Inc. and 19X Acquisition Corp., as amended (the “Merger Agreement”)
Gentlemen:
The Merger Agreement provides that in the event if the Merger has not been consummated by October 31, 2008 (the “Outside Date”), then the Merger Agreement may be terminated by either CKX, Inc. (“CKX”) or 19X, Inc. (“19X”).
In view of the Outside Date having occurred and the Merger not having been consummated, 19X hereby terminates the Merger Agreement and agrees to pay the $37.5M Termination Fee set forth in Section 8.2(c) of the Merger Agreement.
Section 8.2(c) of the Merger Agreement provides as follows:
“Up to $37,000,000 of the $37.5M Termination Fee ... may be paid at [19X’s] option in shares of Common Stock valued for the purposes of this Section 8.2 at an assumed valuation of $11.08 per share, and the remaining $500,000 of the $37.5M Termination Fee shall be paid in cash.”
This will confirm that 19X hereby elects, pursuant to Section 8.2(c), to pay the $37.5M Termination Fee by delivery of 3,339,350 shares of CKX common stock, at an assumed valuation of $11.08 per share, with the remainder of the $37.5M Termination Fee ($500,000) to be paid in cash.
This will further confirm that the $37.5M Termination Fee will be paid in full within 30 days of the Outside Date.
Xx. Xxxxxxxxx, Xxxxx Xxxxxx and 19X intend to continue to pursue an alternative transaction and regret that the extraordinary national and global economic conditions have made it impossible to consummate the Merger as contemplated by the Merger Agreement.
Sincerely,
19X, INC.
/s/ Xxxxxx F.X. Xxxxxxxxx
Xxxxxx F.X. Sillerman
President
cc:
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Special Committee of CKX, Inc., Attention Xxxxx X. Xxxxx Xxxx Xxxxx, LLP, Attention Xxxxxxx X. Xxxxxx Xxxxxxxxx Xxxxxxx, LLP, Attention Xxxx X. Annex Paul, Hastings, Xxxxxxxx & Xxxxxx LLP, Attention Xxxxxxx X. Xxxxxxxxx |
