NEW YORK, Nov. 17, 2017 /PRNewswire/ -- CBS Corporation
(NYSE: CBS.A and CBS) today announced the completion of the
split-off of CBS Radio Inc., which was merged with a subsidiary of
Entercom Communications Corp. (NYSE: ETM) through a "Reverse Morris
Trust" transaction. The closing of the merger followed the
previously announced expiration of the Company's exchange offer. As
a result of the merger, participating CBS stockholders will receive
one share of Entercom Class A common stock in exchange for each
whole share of CBS Radio common stock they received in the exchange
offer.
The transactions will enable CBS to retire approximately 17.9
million shares of CBS Class B common stock. The exchange offer and
merger are generally expected to be tax-free to participating CBS
shareholders for U.S. federal income tax purposes.
"The separation of our radio business is part of a broader
strategy to make CBS even more focused on our content and all the
ways we can monetize it," said Leslie
Moonves, Chairman and Chief Executive Officer, CBS
Corporation. "We started on this path several years ago with the
split-off of our outdoor advertising business. And just as we did
with outdoor, we believe our radio transaction will allow us to
unlock more value for our shareholders and further grow our
revenue. As a result, we think CBS will be even better positioned
to take advantage of all the new growth opportunities before us,
and we feel very good about our future as a pure content
Company."
In connection with the transactions, Goldman Sachs & Co. LLC
is acting as financial advisor and Wachtell, Lipton, Rosen &
Katz is acting as legal advisor to CBS.
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 "plans," "believes,"
"expects," "intends," "will," "likely," "may," "anticipates,"
"estimates," "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; the risk
that disruptions from the Transaction will harm CBS' business;
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; advertising market
conditions generally; changes in the public acceptance of CBS'
content; changes in technology and its effect on competition in
CBS' markets; changes in the federal communications laws and
regulations; impairment charges for FCC licenses and goodwill; the
impact of piracy on CBS' products; the impact of the consolidation
in the market for CBS' content; the impact of negotiations or the
loss of affiliation agreements or retransmission agreements; the
impact of union activity, including possible strikes or work
stoppages or CBS' inability to negotiate favorable terms for
contract renewals; and other domestic and global economic,
business, competitive and/or other regulatory factors affecting
CBS' businesses generally. 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 CBS does not
undertake 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