Dial Global Completes Merger With Westwood One; Creates Leading Network Radio
NEW YORK, Oct. 21, 2011
NEW YORK, Oct. 21, 2011 /PRNewswire/ -- Dial Global announced today the
successful completion of its merger with Westwood One, Inc. in a stock for
stock transaction following receipt of all necessary regulatory and
shareholder approvals. The merger creates a diverse radio programming,
services and advertising sales company providing more than 200 radio programs
and services to over 7,000 stations. Effective Monday, October 24, 2011, the
company will be listed on the NASDAQ under the symbol "DIAL".
The company maintains leadership positions in play-by-play sports (NFL, NCAA
and MRN: Motor Racing Network, among others), news (Associated Press, Wall
Street Journal, CNBC and The Weather Channel in addition to serving as the
official distributor of CBS News, among others), talk (Dennis Miller, Talk
Radio Network and Charles Osgood, among others) and entertainment (CMT,
Grammy's and Country Music Awards, among others). The company also produces
the Dial Global 24/7 turnkey music formats as well as prep services, jingles
and imaging, and digital content. In addition, Dial Global serves as the
largest sales representative for independent third party providers of audio
content, including its partnership with Triton Digital.
"The combined platform provides a broader and more diverse range of
programming and services to radio stations and advertisers than has ever been
offered," said Spencer Brown, David Landau and Ken Williams, managing partners
of Dial Global. "Dial Global remains committed to maintaining the high level
of service and accountability that our customers have come to expect."
Neal Schore, Chairman of Dial Global's newly-constituted Board of Directors,
commented, "Dial Global has always been focused on serving the ever-evolving
needs of the radio industry, and this transaction will expand the programming
and service offerings sought by both radio stations and advertisers. On behalf
of the board, I want to thank Rod Sherwood and the entire Westwood One team,
whose tremendous efforts have helped make this transaction possible."
Leadership and Operations
Dial Global's executive team will be led by Spencer Brown, David Landau and
Dial Global will continue to be headquartered in New York City, with regional
offices across the United States in Atlanta, Chicago, Dallas, Denver, Detroit,
Los Angeles, Miami, Nashville, San Francisco, Seattle, and Washington, DC.
Board of Directors
The new Board of Directors will consist of nine directors, of whom three are
classified as independent. The board will be led by Neal Schore as Chairman.
The independent directors include Peter Murphy, Jules Haimovitz and Mel Ming,
each of whom has enjoyed a distinguished career in the media and entertainment
Macquarie Capital and Kirkland & Ellis LLP acted as financial advisor and
legal advisor, respectively, 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 provided committed debt financing in support of the transaction.
After giving effect to the transaction, funds managed by Oaktree Capital
Management, L.P. and The Gores Group, LLC, either directly or indirectly, own
approximately 44% and 31%, respectively, of the company's outstanding common
About Dial Global
Dial Global is a diverse radio programming and advertising sales company that
provides vital content and services to more than 7,000 radio stations
throughout the United States. Dial Global produces and/or distributes over 200
news, sports, music, talk and entertainment radio programs as well as audio
content from live events and digital content. The company also produces the
Dial Global 24/7 turnkey music formats as well as prep services, jingles and
imaging. In addition, Dial Global serves as the largest sales representative
for independent third party providers of audio content. For more information,
visit www.dial-global.com .
This press release contains "forward-looking" statements regarding the merger
of Dial Global and Westwood One 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 failure to realize the expected benefits of the
merger, the ability to retain key personnel following the merger, general
economic and business conditions that may affect the companies following the
merger, and other matters disclosed under the heading "Risk Factors" in
Westwood One's most recent Quarterly Report on Form 10-Q, dated August 15,
2011. 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 cautionary statement.
SOURCE Dial Global
Contact: Brian Schaffer, +1-212-279-3115 ext. 229, email@example.com, Chris
Brown, +1-212-279-3115 ext. 206, firstname.lastname@example.org, both of CJP Communications
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