NEW YORK, Nov. 17, 2017 /PRNewswire/ -- CBS
Corporation (NYSE: CBS.A and CBS) ("CBS") today announced that its
previously announced offer to shareholders to exchange their shares
of CBS Class B common stock on a per-share-basis for 5.6796 shares
of CBS Radio Inc. ("CBS Radio") common stock expired at
11:59 p.m., New York City time, on November 16, 2017, and based on preliminary
results, the exchange offer was oversubscribed. The exchange offer
to split-off CBS Radio is part of CBS' agreement to combine its
radio business with Entercom Communications Corp. (NYSE: ETM)
("Entercom").
According to the exchange agent for the exchange offer, Wells
Fargo Bank, N.A., 165,743,402 shares of CBS Class B common stock
were tendered prior to the expiration of the exchange offer,
including 64,125,859 shares of CBS Class B common stock validly
tendered and 101,617,543 shares of CBS Class B common stock that
were tendered by notice of guaranteed delivery. CBS has accepted
17,854,689 of the tendered shares of CBS Class B common stock in
exchange for 101,407,494 shares of CBS Radio common stock. In
addition, following the merger, Entercom common stock will be
eligible for issuance in respect of equity awards held by employees
of CBS Radio in consideration of the replacement of their
restricted stock units and stock options in CBS. Immediately
following the consummation of the exchange offer, in connection
with the merger of CBS Radio with a wholly owned subsidiary of
Entercom, each share of CBS Radio common stock is being converted
into the right to receive one share of Entercom Class A common
stock (with cash in lieu of fractional shares).
Because the exchange offer was oversubscribed, CBS accepted
tendered shares of CBS Class B common stock on a pro rata basis in
proportion to the total number of shares tendered and not validly
withdrawn. Shareholders who owned fewer than 100 shares of CBS
Class B common stock, or an "odd lot," and who validly tendered all
of their shares, are not subject to proration in accordance with
the terms of the exchange offer.
Based on the total number of shares of CBS Class B common stock
that were reported as tendered prior to the expiration of the
exchange offer, it is estimated that approximately 10.12% of the
tendered shares of CBS Class B common stock that are subject to
proration will be exchanged for shares of CBS Radio common stock,
assuming all shares tendered by guaranteed delivery procedures are
delivered under the terms of the exchange offer. The preliminary
proration factor is subject to change based on the number of
tendered shares that satisfy the guaranteed delivery
procedures.
CBS expects to announce the final proration factor as soon as
possible following the expiration of the guaranteed delivery
period, which will occur on November 20,
2017. Promptly after the final proration factor is
announced, shares of CBS Class B common stock tendered but not
accepted for exchange will be returned to the tendering
shareholders in book-entry form. Also at that time, the exchange
agent for the exchange offer will deliver to Entercom's transfer
agent a final shareholder list for CBS Radio common stock received
by tendering CBS Class B common stock shareholders whose shares
were accepted for exchange in the exchange offer. Entercom's
transfer agent will use the final shareholder list to credit such
shareholders with an equal number of whole shares of Entercom Class
A common stock. Fractional shares of Entercom Class A common stock
due to tendering CBS Class B common stock shareholders will be
aggregated and sold in the open market by Entercom's transfer
agent. Checks in lieu of fractional shares will thereafter be
delivered to such tendering CBS Class B common stock shareholders
by Entercom's transfer agent.
Forward-Looking Statements
This press
release contains certain statements about CBS, CBS Radio and
Entercom 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 CBS' and Entercom'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 SEC. The forward-looking
statements contained in this press release may include statements
about the expected effects on CBS, CBS Radio and Entercom of the
separation of CBS' radio business and merger of CBS Radio with an
Entercom subsidiary (collectively, the "Transaction"); the
anticipated benefits of the Transaction and CBS', CBS Radio's and
Entercom'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 statements are based on the current expectations of the
management of CBS, CBS Radio and Entercom (as the case may be) and
are subject to uncertainty and to changes in circumstances and
involve risks and uncertainties that could cause actual results to
differ materially from those expressed or implied in such
forward-looking statements. In addition, these statements are based
on a number of assumptions that are subject to change. Such risks,
uncertainties and assumptions include: the anticipated tax
treatment of the Transaction and related transactions; risks
relating to any unforeseen liabilities, future capital
expenditures, revenues, expenses, earnings, synergies, economic
performance, indebtedness, financial condition, losses, and future
prospects; business and management strategies; the expansion and
growth of Entercom's operations; ongoing risks related to the price
or trading volume of Entercom's common stock; failure to pay
dividends to holders of Entercom's common stock; impairment charges
for FCC licenses and goodwill; Entercom's ability to integrate CBS
Radio's business successfully after the closing of the Transaction
and to achieve anticipated synergies; and the risk that disruptions
from the Transaction will harm CBS', CBS Radio's or Entercom's
businesses. However, it is not possible to predict or identify all
such factors. Consequently, while the list of factors presented
here is considered representative, no such list should be
considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements.
Forward-looking statements included herein are made as of the date
hereof, and none of CBS, CBS Radio or Entercom undertakes any
obligation to update publicly such statements to reflect subsequent
events or circumstances.
About CBS Corporation
CBS Corporation (NYSE: CBS.A
and CBS) is a mass media company that creates and distributes
industry-leading content across a variety of platforms to audiences
around the world. The Company has businesses with origins that date
back to the dawn of the broadcasting age as well as new ventures
that operate on the leading edge of media. CBS owns the
most-watched television network in the U.S. and one of the world's
largest libraries of entertainment content, making its brand — "the
Eye" — one of the most recognized in business. The Company's
operations span virtually every field of media and entertainment,
including cable, publishing, local TV, film, and interactive and
socially responsible media. CBS' businesses include CBS Television
Network, The CW (a joint venture between CBS Corporation and Warner
Bros. Entertainment), CBS Television Studios, CBS Studios
International, CBS Television Distribution, CBS Consumer Products,
CBS Home Entertainment, CBS Interactive, CBS Films, Showtime
Networks, CBS Sports Network, Pop (a joint venture between CBS
Corporation and Lionsgate), the properties of Network TEN in
Australia, Smithsonian Networks,
Simon & Schuster, CBS Television Stations, and CBS EcoMedia.
For more information, go to www.cbscorporation.com.
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SOURCE CBS Corporation