8-30-13
Dial Global announced today that Dial Global and Cardinals Merger Corporation, a wholly-owned subsidiary of Cumulus Media, have entered into an agreement and plan of merger. Dial Global will become a wholly owned subsidiary of Cumulus. 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.
