Cumulus Media Inc. (“Cumulus Media”) (NASDAQ: CMLS) and Citadel Broadcasting Corporation (“Citadel”) (OTC Link on the OTCQB tier: CDELA, CDELB, & CDDGW) today announced that they have been notified by the Premerger Notification Office of the Federal Trade Commission of the early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") regarding the review of the pending merger of Cumulus Media and Citadel (the “Merger”).
The early termination of the waiting period satisfies the condition to the completion of the Merger relating to the expiration or termination of any applicable waiting period under the HSR Act. The Merger remains subject to the approvals by the Federal Communications Commission and the stockholders of Citadel, as well as other customary closing conditions. As previously disclosed, Citadel’s special meeting of stockholders to approve the Merger will be held on Thursday, September 15, 2011, and the deadline for Citadel’s stockholders to make an election with respect to the consideration they wish to receive in the Merger is 5:00 p.m., New York City time, also on September 15, 2011.
As previously announced by the Antitrust Division of the United States Department of Justice (the “DOJ”), pursuant to a settlement with the DOJ, in connection with the completion of the Merger, Cumulus Media will divest three radio stations in two markets—Flint, Michigan and Harrisburg, Pennsylvania. Pursuant to the Tunney Act, the proposed settlement, and related documents, will be published in the Federal Register, and at the conclusion of the 60-day comment period, the Court may enter the final judgment upon a finding that the settlement serves the public interest. The completion of the Tunney Act procedure is not a condition of closing of the Merger.
About Cumulus MediaCumulus Media Inc. is the second largest radio broadcaster in the United States based on station count, controlling approximately 346 radio stations in 68 U.S. media markets. Cumulus Media believes it is the fourth largest radio broadcast company in the United States based on net revenues. Cumulus Media’s headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. About Citadel Citadel Broadcasting Corporation is the third largest radio group in the United States based on revenues, with a national footprint reaching more than 50 markets. Citadel is comprised of 166 FM stations and 59 AM stations in the nation’s leading markets, in addition to owning and operating the Citadel Media business, which is among the largest radio networks in the U.S. For more information, visit www.citadelbroadcasting.com. Forward-Looking Statements This press release contains “forward-looking” statements within the meaning of the federal securities laws. Forward-looking statements are statements other than historical fact, and include statements relating to, among other things, the pending merger of Cumulus Media and Citadel, including the timing of the completion thereof. Actual results could differ materially from those predicted in any such forward-looking statements if one or more of the underlying assumptions or expectations prove to be inaccurate or are unrealized. Such factors, include, but are not limited to, the possibility that the Merger is not consummated for any reason, including the failure to obtain necessary regulatory or stockholder approvals or to satisfy any other conditions to the Merger, failure to realize the expected benefits of the Merger, and general economic and business conditions that may affect the companies before or following the Merger. For additional information regarding risks and uncertainties associated with Cumulus Media and Citadel, see Cumulus Media’s and Citadel’s filings with the Securities and Exchange Commission (the “SEC”), including their respective annual reports on Form 10-K for the year ended December 31, 2010 and their respective subsequently filed periodic and other reports. Cumulus Media and Citadel assume no responsibility to update the forward-looking statements contained in this release as a result of new information, future events or otherwise.
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