The transaction is subject to approval by Entercom shareholders. Entercom Chairman Joseph M. Field, a controlling
shareholder of Entercom, has agreed to vote in favor of the transaction.
The transaction is expected to close during the second half of 2017, subject to
certain regulatory approvals and other customary closing conditions.
Governance & Structure
The combined company will be known as Entercom and will be headquartered in Philadelphia, with a significant ongoing presence in New York. Upon closing, the
companys Board of Directors will consist of nine members: five current Entercom directors, including David Field as Chairman of the Board, and four directors nominated by CBS Radio.
Entercom will host a conference call at
8:30 AM ET today. Following the prepared remarks, the call will include a question-and-answer session with the investment community. Domestic and international
participants may access the conference call toll-free by dialing 888-889-0278 and
312-470-7046, respectively, and using the pass code Entercom. A replay of the conference call will be available and can be accessed either by dialing 866-451-8996 (domestic) or 203-369-1206 (international) or on Entercoms website at
www.entercom.com under the investor tab.
A copy of the investor presentation will be made available on Entercoms investor relations page at
Stanley & Co. LLC and Centerview Partners are serving as financial advisors, and Latham & Watkins LLP is serving as legal counsel to Entercom. Goldman, Sachs & Co. is serving as financial advisor, and Wachtell, Lipton,
Rosen & Katz is serving as legal counsel to CBS Corporation.
This press release contains certain statements about Entercom Communications (Entercom), CBS Corporation (CBS) and CBS Radio Inc.
(CBS Radio) 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 Entercoms and CBSs 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 Securities and Exchange Commission (SEC). The forward-looking statements contained in this press release may include statements about the
expected effects on Entercom, CBS and CBS Radio of the proposed separation of CBSs radio business and merger of CBS Radio with an Entercom subsidiary (collectively, the Transaction); the anticipated timing and benefits of the
Transaction and Entercoms, CBSs and CBS Radios 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