Dial Global, Inc. Announces Signing of Merger Agreement With Cumulus Media
NEW YORK, Aug. 30, 2013
NEW YORK, Aug. 30, 2013 /PRNewswire/ --Dial Global, Inc. (OTC Pink: DIAL)
(the "Company") announced today that Dial Global and Cardinals Merger
Corporation, a wholly-owned subsidiary of Cumulus Media Inc. ("Cumulus"), have
entered into an agreement and plan of merger ("Merger Agreement"). As
described in more detail in a Form 8-K filed earlier today by Cumulus (NASDAQ:
CMLS), Cardinals Merger Corporation will merge with and into Dial Global and
Dial Global will become a wholly owned subsidiary of Cumulus. The merger is
subject to customary closing conditions and other conditions set forth in the
aforementioned Form 8-K.
While the $260 million purchase price payable in the merger is insufficient to
repay all of the Company's indebtedness and the liquidation preference on all
of the Company's outstanding preferred stock, as part of the Merger Agreement,
the holders of the Company's Series A, B, C and D Preferred Stock agreed to
contribute a portion of their shares of Series A Preferred Stock, and all of
the shares of Series B, C and D Preferred Stock to the Company for no
consideration, effective immediately prior to the merger. As such, upon
consummation of the merger, each outstanding share of common stock of the
Company will be converted into the right to receive $0.155, and the balance of
the merger consideration, after repayment of indebtedness and transaction
expenses and subject to certain escrow holdbacks, will be distributed as
merger consideration to the Company's Series A preferred stockholders, based
on the liquidation preference of the shares of Series A Preferred Stock
remaining outstanding after giving effect to the above described contributions
of the other shares of preferred stock.
Shortly following the entry into the merger agreement, stockholders holding
approximately 90% of the Company's common stock entered into a written consent
approving the merger.
The merger is expected to close by the end of 2013, subject to the
satisfaction of the closing conditions, however, there can be no assurances
that the merger will close within such timeframe, or at all.
About Dial Global, Inc.
Dial Global is the largest independent national audio media company in the
U.S., delivering compelling, engaging, and fully-integrated audio content to
over 8,200+ radio stations and digital media companies.Dial Global's powerful
portfolio of iconic media, sports and entertainment brands, combined with some
of the most recognizedlive events in the world, provide strong and unique
brand engagement to over 225 millionconsumers each week.For more
information, visit www.dialglobal.com.
Note to Investors
This press release may contain certain forward-looking statements based on our
current expectations, forecasts and assumptions that involve risks and
uncertainties. This release does not constitute an offer to sell or a
solicitation of offers to buy any securities of the Company. Forward-looking
statements in this release are based on information available to us as of the
date hereof. Our actual results may differ materially from those stated or
implied in such forward-looking statements, due to risks and uncertainties
associated with our business, which include the risk factors disclosed in our
Form 10-K for the year ended December 31, 2012, filed with the SEC on April 1,
2013 and other reports provided or made available to our stockholders from
time to time. Forward-looking statements include statements regarding our
expectations, beliefs, intentions or strategies regarding the future and can
be identified by forward-looking words such as "anticipate," believe,"
"could," "estimate," "expect," "intend," "may," "should," and "would" or
similar words. We assume no obligation to update the information included in
this press release, whether as a result of new information, future events or
SOURCE Dial Global, Inc.
Contact: Dawn Lauer, MWW, (212) 827-3744
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