NEW YORK, Nov. 21, 2017 /PRNewswire/ -- CBS
Corporation (NYSE: CBS.A and CBS) ("CBS") today announced the final
results of its offer to shareholders to exchange their issued and
outstanding shares of CBS Class B common stock for shares of CBS
Radio Inc. ("CBS Radio") common stock owned by CBS as part of its
agreement to combine CBS Radio with a subsidiary of Entercom
Communications Corp. (NYSE: ETM) ("Entercom").
The exchange offer expired at 11:59
p.m., New York City time,
on November 16, 2017. Under the terms
of the offer, 5.6796 shares of CBS Radio common stock were
exchanged for each share of CBS Class B common stock accepted in
the offer. CBS accepted 17,854,689 of the tendered shares in
exchange for 101,407,494 shares of CBS Radio common stock, which
were immediately converted into the right to receive an equal
number of whole shares of Entercom Class A common stock (with cash
in lieu of fractional shares) upon completion of the merger, which
closed on November 17, 2017. The
exchange offer and merger are generally expected to be tax- free to
participating CBS shareholders for U.S. federal income tax
purposes.
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 validly tendered and
accepted for exchange. Shareholders who owned fewer than 100 shares
of CBS Class B common stock, or an "odd lot" of such shares, and
who validly tendered all of their shares, were not subject to
proration in accordance with the terms of the exchange offer. The
final proration factor of approximately 10.3721% was applied to all
other shares of CBS Class B common stock that were validly tendered
and not validly withdrawn to determine the number of such shares
that were accepted from each tendering shareholder.
Based on the final count by the exchange agent Wells Fargo Bank,
N.A., the final results of the exchange offer are as follows:
Total number of
shares of CBS Class B common stock validly tendered
|
|
and not validly
withdrawn:
|
161,855,335
|
|
|
Shares tendered and
not validly withdrawn that were subject to
proration:
|
160,664,993
|
|
|
"Odd-lot" shares
tendered that were not subject to
proration:
|
1,190,342
|
|
|
Total number of
shares of CBS Class B common stock
accepted:
|
17,854,689
|
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), Network Ten 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