New York, NY-CBS Corporation (NYSE: CBS.A and CBS) ( CBS ) today announced the final exchange ratio of 5.6796 in connection with its previously announced offer to shareholders to exchange their shares of CBS Class B common stock for shares of CBS Radio Inc. ( CBS Radio ) common stock. The exchange offer to split-off CBS Radio is part of CBS' agreement to combine its radio business with Entercom Communications Corp. (NYSE: ETM) ( Entercom ).
For each share of CBS Class B common stock that is validly tendered and accepted for exchange CBS will deliver approximately 5.6796 shares of CBS Radio common stock (subject to receipt of cash in lieu of fractional shares), which will be immediately converted into the right to receive an equal number of shares of Entercom Class A common stock upon completion of the proposed merger. The exchange offer and merger are generally expected to be tax-free to participating CBS shareholders for U.S. federal income tax purposes. The transaction is subject to customary closing conditions.
CBS will accept 17,854,689 shares of its Class B common stock for exchange if the exchange offer is fully subscribed, based on the final exchange ratio. The exchange offer will be subject to proration if it is oversubscribed, and the number of shares accepted in the exchange offer may be fewer than the number of shares tendered.
The exchange offer is scheduled to expire at 11:59 p.m., New York City time, on November 16, 2017, unless it is extended or terminated.
In connection with the transactions, Goldman Sachs & Co. LLC is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to CBS.
For more information about the exchange offer, please visit www.cbscorpexchange.com or contact the information agent, Georgeson LLC, at 1-866-741-9588 (toll-free in the United States) or 1-781-575-2137 (outside of the United States).
Forward-Looking Statements
This press release contains certain statements about CBS, CBS Radio and Entercom that are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended. These matters involve risks and uncertainties as discussed in CBS's and Entercom's respective periodic reports on Form 10-K and Form 10-Q and current reports on Form 8-K, filed from time to time with the SEC. The forward-looking statements contained in this press release may include statements about the expected effects on CBS, CBS Radio and Entercom of the proposed separation of CBS's radio business and merger of CBS Radio with an Entercom subsidiary (collectively, the Transaction ); the anticipated timing and benefits of the Transaction and CBS's, CBS Radio's and Entercom's anticipated financial results; and also include all other statements in this press release that are not historical facts. Without limitation, any statements preceded or followed by or that include the words targets, plans, believes, expects, intends, will, likely, may, anticipates, estimates, projects, should, would, could, positioned, strategy, future, or words, phrases, or terms of similar substance or the negative thereof, are forward-looking statements. These statements are based on the current expectations of the management of CBS, CBS Radio and Entercom (as the case may be) and are subject to uncertainty and to changes in circumstances and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. In addition, these statements are based on a number of assumptions that are subject to change. Such risks, uncertainties and assumptions include: the satisfaction of the conditions to the Transaction and other risks related to the completion of the Transaction and actions related thereto; CBS's and Entercom's ability to complete the Transaction on the anticipated terms and schedule, including the ability to obtain regulatory and shareholder approvals and the anticipated tax treatment of the Transaction and related transactions; the ability to obtain or consummate financing or refinancing related to the Transaction upon acceptable terms or at all; risks relating to any unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, and future prospects; business and management strategies and the expansion and growth of Entercom's operations; price or trading volume of Entercom's common stock; failure to pay dividends to holders of Entercom's common stock; impairment charges for FCC licenses and goodwill; Entercom's ability to integrate CBS Radio's business successfully after the closing of the Transaction and to achieve anticipated synergies; and the risk that disruptions from the Transaction will harm CBS's, CBS Radio's or Entercom's businesses. However, it is not possible to predict or identify all such factors. Consequently, while the list of factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Forward-looking statements included herein are made as of the date hereof, and none of CBS, CBS Radio or Entercom undertakes any obligation to update publicly such statements to reflect subsequent events or circumstances.
Important Notices and Additional Information
In connection with the Transaction, CBS has filed with the SEC a Schedule TO with respect to the exchange offer, CBS Radio has filed with the SEC a registration statement on Form S-4 and
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New York, NY-CBS Corporation (NYSE: CBS.A and CBS) ( CBS ) today announced the final exchange ratio of 5.6796 in connection with its previously announced offer to shareholders to exchange their shares of CBS Class B common stock for shares of CBS Radio Inc. ( CBS Radio ) common stock. The exchange offer to split-off CBS Radio is part of CBS' agreement to combine its radio business with Entercom Communications Corp. (NYSE: ETM) ( Entercom ).
