|By PR Newswire||
|August 30, 2013 03:16 PM EDT||
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 recognized live events in the world, provide strong and unique brand engagement to over 225 million consumers 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 otherwise.
SOURCE Dial Global, Inc.