Citadel Broadcasting Corporation (“ Citadel”) announced today that its Board of Directors has scheduled a Special Meeting of Citadel stockholders (the “ Special Meeting”) to be held on September 15, 2011 at 8:00 a.m. New York City time. The Special Meeting will be held at 270 Park Avenue, 2 nd Floor, New York, NY 10017. Stockholders of record of Citadel as of the close of business on August 3, 2011 (the “ Record Date”) will receive notice of and voting materials relating to the Special Meeting.
At the Special Meeting, holders of Citadel Class A common stock as of the Record Date will be asked to consider and vote or act upon the following six proposals:
(1) adoption of the Agreement and Plan of Merger, dated as of March 9, 2011, as it may be amended from time to time, among Citadel, Cumulus Media Inc. (NASDAQ: CMLS) (“ Cumulus”), Cumulus Media Holdings Inc. (f/k/a Cadet Holding Corporation) and Cadet Merger Corporation (the “ Merger Agreement”) pursuant to which Cumulus will acquire Citadel in a cash-and-stock transaction;
(2) approval of the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes to adopt the Merger Agreement at the time of the Special Meeting;(3) election of each of the two class I director nominees to Citadel’s Board of Directors; (4) on a non-binding, advisory basis, approval of compensation that may be paid or become payable to Citadel’s named executive officers that is based on or otherwise relates to the merger; (5) ratification of the appointment of Deloitte & Touche LLP to serve as Citadel’s independent registered public accountants for the year ending December 31, 2011; and (6) such other business as may properly come before the Special Meeting or any adjournment or postponement thereof.
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