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425
CBS CORP filed this Form 425 on 02/02/2017
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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 company’s 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.

Conference Call

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 Entercom’s website at www.entercom.com under the investor tab.

A copy of the investor presentation will be made available on Entercom’s investor relations page at www.entercom.com.

Advisors

Morgan 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.

Forward-Looking Statements

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 Entercom’s and CBS’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 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 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 Entercom’s, CBS’s and CBS Radio’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

 

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