Cumulus Media Inc. Adopts Limited-Duration Shareholder Rights Plan
23 February 2024 - 12:30AM
Cumulus Media Inc. (NASDAQ: CMLS) (“Cumulus Media” or the
“Company”) today announced that its Board of Directors (the
“Board”) has adopted a limited-duration shareholder rights plan
(“Rights Plan”) to protect the best interests of all Cumulus
Media shareholders. The Rights Plan is effective immediately
and will expire on February 20, 2025. The Board may consider
an earlier termination of the Rights Plan if circumstances warrant.
The limited-duration Rights Plan was adopted in response to the
significant accumulation of Cumulus Media stock
by Renew Group Private Ltd., an entity based in Singapore
(together with its affiliates, the “Group”). In adopting the plan,
the Cumulus Board considered, in consultation with legal and
financial advisors, among other things, that:
- The Group initially disclosed that it had acquired
approximately 5.15% of the Company’s outstanding Class A shares in
a Schedule 13G filing on July 28, 2023;
- On January 24, 2024, the Group converted its filing to a
Schedule 13D and reported beneficial ownership of approximately
10.01% of the Company’s outstanding Class A shares;
- In meetings with members of Cumulus Media leadership in the
weeks following the Group’s Schedule 13D filing, the Group stated
its intent to acquire 20% of the Company; and
- The Group has investments in other media companies, including a
sizeable holding in a direct competitor of Cumulus Media.
“Given the facts, the Cumulus Board firmly believes it is
necessary to adopt a limited-duration rights plan to protect the
interests of all Cumulus shareholders. The Rights Plan is intended
to enable the Company’s shareholders to realize the long-term value
of their investment, ensure that all shareholders receive fair and
equal treatment in the event of any proposed takeover of the
Company, and guard against tactics to gain control of the Company
without paying all shareholders an appropriate premium for that
control,” said Andrew Hobson, Chairman of the Board. He continued,
“Cumulus Media’s leadership maintains open dialogue with its
investors, including the Group, and intends to continue that
practice.”
The Rights Plan applies equally to all current and future
shareholders and is not intended to deter offers or preclude the
Board from considering offers that are fair and otherwise in the
best interest of the Company’s shareholders. The Rights Plan is
similar to plans adopted by other publicly traded companies.
Pursuant to the Rights Plan, Cumulus Media is issuing one
right (“Right”) for each share of Class A and Class B common stock
as of the close of business on March 4, 2024. The Rights will
initially trade with Cumulus Media common stock and will
generally become exercisable only if any person (or any affiliates,
associates or persons acting as a group) acquires 15% or more of
the Company’s outstanding Class A common stock (the “Triggering
Percentage”), including through ownership of the Company’s Class B
common stock. The Rights Plan does not aggregate the ownership of
shareholders “acting in concert” unless and until they have formed
a group under applicable securities laws. If the rights become
exercisable, all holders of Rights (other than any triggering
person) will be entitled to acquire shares of Class A common stock
or Class B common stock, as applicable, at a 50% discount or the
Company may exchange each Right held by such holders for one share
of Class A common stock or Class B common stock, as applicable.
Under the Rights Plan, any person which currently owns more than
the Triggering Percentage may continue to own its shares of common
stock but may not acquire any additional shares without triggering
the Rights Plan. Except as provided in the Rights Plan, the Board
is entitled to redeem the Rights at $0.001 per Right.
Further details about the Rights Plan will be contained in a
Form 8-K to be filed by Cumulus Media with
the SEC.
About Cumulus MediaCumulus Media (NASDAQ:
CMLS) is an audio-first media company delivering premium content to
over a quarter billion people every month — wherever and whenever
they want it. Cumulus Media engages listeners with high-quality
local programming through 403 owned-and-operated radio stations
across 85 markets; delivers nationally-syndicated sports, news,
talk, and entertainment programming from iconic brands including
the NFL, the NCAA, the Masters, CNN, AP News, the Academy of
Country Music Awards, and many other world-class partners across
more than 9,800 affiliated stations through Westwood One, the
largest audio network in America; and inspires listeners through
the Cumulus Podcast Network, its rapidly growing network of
original podcasts that are smart, entertaining and
thought-provoking. Cumulus Media provides advertisers with personal
connections, local impact and national reach through broadcast and
on-demand digital, mobile, social, and voice-activated platforms,
as well as integrated digital marketing services, powerful
influencers, full-service audio solutions, industry-leading
research and insights, and live event experiences. Cumulus Media is
the only audio media company to provide marketers with local and
national advertising performance guarantees. For more information
visit www.cumulusmedia.com.
Forward-Looking StatementsCertain statements in
this release may constitute “forward-looking” statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and
other federal securities laws. Such statements are statements other
than historical fact and relate to our intent, belief or current
expectations, including but not limited to, statements related to
the benefits of the Rights Plan and the ability of the Rights Plan
to maximize shareholder value in the event of a takeover of
Cumulus. Any such forward-looking statements are not guarantees of
future performance and involve risks, uncertainties and other
factors that may cause actual results, performance or achievements
to differ from those contained in or implied by the forward-looking
statements as a result of various factors. Such factors include,
among others, risks and uncertainties related to the implementation
of our strategic operating plans, the continued uncertain financial
and economic conditions, the rapidly changing and competitive media
industry, and the economy in general. We are subject to additional
risks and uncertainties described in our quarterly and annual
reports filed with the Securities and Exchange Commission from time
to time, including in the "Risk Factors," and "Management’s
Discussion and Analysis of Financial Condition and Results of
Operations" sections contained therein. You should not rely on
forward-looking statements since they involve known and unknown
risks, uncertainties and other factors that are, in some cases,
beyond the Company’s control, and the unexpected occurrence or
failure to occur of any such events or matters could cause our
actual results, performance, financial condition or achievements to
differ materially from those expressed or implied by such
forward-looking statements. Cumulus Media assumes no responsibility
to update any forward-looking statements, which are based upon
expectations as of the date hereof, as a result of new information,
future events or otherwise.
Investor
RelationsIR@cumulus.com404-260-6600
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