Tuesday, August 15, 2006

Noonday Discloses 9.9% Stake in Emmis Communications (EMMS), Wants Large-Scale Buyback

In an amended 13D filing on Emmis Communications Corp. (Nasdaq: EMMS), Noonday Asset Management disclosed a 9.9% stake (3.185 million shares). On August 15, 2006, the investment firm submitted to the board of directors of the Company a letter proposing that the Company consider the initiation of large-scale buyback of its Class A Common Stock through a Dutch Auction tender offer.

A Copy of the Letter:

August 15, 2006

Board of Directors
Emmis Communications Corporation
1 Emmis Plaza40 Monument Circle - Suite 700
Indianapolis, Indiana 46204

To: Members of the Board of Directors

We are writing in response to the August 4, 2006 letter from ECC Acquisition,Inc., an Indiana corporation wholly-owned by Jeffrey Smulyan ("ECC") to Emmis Communications Corporation (the "Company"), in which ECC withdrew its non-binding offer (the "Offer") to acquire the Company's outstanding shares of Class A Common Stock at a purchase price of $15.25 per share (the "Shares").

We believe the Board should consider the initiation of large-scale Share buyback through a Dutch Auction tender offer.

Given that the Special Committee rejected Mr. Smulyan's offer, the Special Committee obviously viewed the Company as worth greater than $15.25 per Share.According to newspaper reports, Mr. Smulyan submitted a higher proposal to the Special Committee and that proposal was rejected as well, leading to the conclusion that both the Special Committee and Mr. Smulyan actually believe the Company is worth in excess of $15.25 per Share (and well in excess of the level the Shares are trading in the market). We agree.

With the stock trading at current levels, we believe the market is providing the Board with a wonderful opportunity to re-purchase its stock well below fair value by instituting a large-scale Share buyback through a Dutch Auction tender offer. Such a buyback, which effectively would be doing in the public market that which Mr. Smulyan proposed to do in the private market, would in our opinion create value for those shareholders who still believe in the long-term prospects of the Company.

Thank you in advance for your continued focus on maximizing shareholder value. Please feel free to call me at xxx-xxx-xxxx, or Jeffrey D. Warshaw of Connoisseur at xxx-xxx-xxxx to discuss this letter.

David Cohen
Managing Member


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