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Cumulus Media Inc. (“Cumulus Media”) (NASDAQ: CMLS) and Citadel Broadcasting Corporation (“Citadel”) (OTC Link on the OTCQB tier: CDELA, CDELB, & CDDGW) today announced that the deadline for holders of Citadel common stock or warrants to purchase Citadel common stock (together, “Citadel Securityholders”) to deliver their election forms to elect the form of consideration they wish to receive in the previously announced merger of a subsidiary of Cumulus Media with and into Citadel, pursuant to which Citadel will become an indirect wholly-owned subsidiary of Cumulus Media (the “Merger”), to U.S. Bank National Association, as exchange agent (the “Exchange Agent”), is 5:00 p.m., New York City time, on Friday, September 9, 2011, unless extended (such date and time, as it may be extended, the “Election Deadline”).
Pursuant to the terms of the Merger, Citadel Securityholders have the opportunity to elect to receive, upon completion of the Merger, (i) 8.525 shares of Cumulus Class A common stock (the “Stock Consideration”), (ii) $37.00 in cash (the “Cash Consideration”) or (iii) a combination of Stock Consideration and Cash Consideration, in each case subject to proration, as the consideration for each share of Citadel common stock or warrant to purchase Citadel common stock that they own.
To make an effective cash election or stock election, Citadel Securityholders of record who hold their securities in their own name must properly complete, sign and deliver the applicable election form (together with any required stock or warrant certificates or required evidence of surrender of shares or warrants held in book-entry form) in accordance with the instructions set forth on the applicable election form to the Exchange Agent, at the following address:
By First Class Mail:
By Courier or Overnight Delivery:
U.S. Bank National AssociationAttn: Specialized Finance 60 Livingston Avenue Mail Station — EP-MN-WS2NSt. Paul, MN 55107-2292
U.S. Bank National AssociationAttn: Specialized Finance 111 Fillmore Avenue St. Paul, MN 55107-1402
As previously disclosed, on August 10, 2011, Cumulus Media commenced the distribution of the applicable election forms to all Citadel Securityholders. For information relating to, or requests for additional copies of, the applicable election forms, Citadel Securityholders may contact the Exchange Agent at:
firstname.lastname@example.org, or call 651-495-4738.
The Exchange Agent must receive the applicable election form (together with any required stock or warrant certificates or required evidence of surrender of shares or warrants held in book-entry form) representing Citadel common stock or warrants as described in the instructions accompanying the election form by the Election Deadline.