Westwood One to Merge With Dial Global
Merger Creates a Diverse Radio Programming, Services and Advertising Sales
NEW YORK, Aug. 1, 2011
NEW YORK, Aug. 1, 2011 /PRNewswire-FirstCall/ -- Dial Global, a division of
Triton Media Group, LLC, and Westwood One, Inc. (NASDAQ: WWON), today
announced a definitive agreement to merge in a stock for stock transaction.
The new entity will remain listed on NASDAQ. The transaction is expected to
close in the fourth quarter of 2011, subject to customary closing conditions
and expiration of the waiting period under the Hart-Scott-Rodino Antitrust
The combination of assets of Dial Global and Westwood One creates a diverse
radio programming, services and advertising sales company, enhancing the array
of products and services provided to radio stations and national advertisers.
In addition, the merged entity will expand national advertising sales
representation to independent content producers and networks.
"This transaction brings together a highly complementary portfolio of
programming assets that will better serve our clients and customers," said
Spencer Brown, David Landau and Ken Williams co-CEO's of Dial Global. "We will
focus on utilizing the combined company's expanded content and sales platform
to enhance the services and value we offer to our current and future clients."
Rod Sherwood, President of Westwood One, commented, "We are excited about this
merger and the benefits it will bring to our customers by complementing our
existing portfolio of sports, talk, news, music and entertainment programming.
Our employees have worked hard to create a diverse portfolio of assets that,
when combined with Dial Global, will better serve our clients."
Neal Schore, President and CEO of Triton Media Group, stated, "Following the
contemplated merger, we will continue to work closely with Dial Global, as
well as the entire industry to develop innovative technologies that will help
the radio industry continue to evolve. Triton Media Group will focus
exclusively on operating our remaining division, Triton Digital, which is the
leading digital platform company for the radio industry."
Kirkland & Ellis acted as legal advisor to Dial Global. Moelis & Company and
Skadden Arps Slate Meagher & Flom LLP acted as financial advisor and legal
advisor, respectively, to Westwood One.Berenson & Company rendered a fairness
opinion, while General Electric Capital Corporation, ING Capital LLC and
Macquarie Capital have committed to provide debt financing in support of the
Triton Media Group is a portfolio company of funds managed by Oaktree Capital
Management, L.P. Westwood One is a portfolio company of The Gores Group, LLC.
About Triton Media Group
Triton Media Group is a provider of applications, services and content to the
media industry. Its Triton Digital division provides digital services to the
radio industry with more than 6,000 station affiliations. Through its Triton
Radio Networks division, Triton owns and operates Dial Global, which provides
sales representation and syndication services to national radio production
companies and produces more than 100 different programs and services. For more
information about Triton Media Group, visit www.tritonmedia.com .
About Dial Global
Dial Global ( www.dial-global.com ) provides national advertising sales
representation to over 200 radio programs, services and networks on over 8,000
stations. In addition, Dial Global produces the Dial Global 24/7 Formats,
well as Prep Services, Jingles and Imaging as well as long and short form
radio programs which it distributes to over 6,000 radio stations nationwide.
Dial Global is owned by Triton Media Group, LLC, a leading supplier of digital
products and services to the media industry.
About Westwood One
Westwood One (NASDAQ: WWON) is a provider of network radio programming,
providing more than 5,000 radio stations with over 150 news, sports, music,
talk and entertainment programs, features, live events and digital content.
This press release contains "forward-looking" statements regarding the merger
of Dial Global and Westwood One and related financing, which include expected
earnings, revenues, cost savings, leverage, operations, business trends and
other such items, that are based on current expectations and estimates or
assumptions. These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those predicted in
any such forward-looking statements. Such factors, include, but are not
limited to, the possibility that the merger or the related financing is not
consummated, the failure to obtain necessary regulatory or stockholder
approvals or to satisfy any other conditions to the merger, the failure to
realize the expected benefits of the merger, and general economic and business
conditions that may affect the companies before or following the merger.
Neither Dial Global nor Westwood One undertakes any obligation to update any
forward-looking statements as a result of new information, future developments
or otherwise, except as expressly required by law. All forward-looking
statements in this announcement are qualified in their entirety by this
SOURCE Westwood One, Inc.
Contact: Dial Global: Brian Schaffer, CJP Communications, +1-212-279-3115 ext.
229, firstname.lastname@example.org, or Chris Brown, CJP Communications, +1-212-279-3115
ext. 206, email@example.com; Westwood One: Christine Miller, Chief Marketing
Officer, +1-917-533-7224, Chris_miller@westwoodone.com
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