Entercom Communications Adopts Limited Duration Shareholder Rights Plan
April 21 2020 - 8:00AM
Business Wire
Entercom Communications Corp. (NYSE: ETM) (“Entercom” or the
“Company”) announced today that its Board of Directors (the
“Board”) has adopted a limited duration shareholder rights plan
(the “Plan”) to protect the long-term interests of its
shareholders. The Plan has a one-year duration, expiring April 20,
2021.
The Board adopted the Plan at this time due to the unprecedented
impact of the COVID-19 pandemic on equity market valuations which
has led to substantial volatility in the trading of the Company’s
stock and a dislocation in Entercom’s share price. The Plan is
similar to those adopted by other publicly held companies and is
intended to promote the fair and equal treatment of all
shareholders and ensure that the Board remains in the best position
to uphold its fiduciary duties to the Company and its shareholders.
The Plan is designed to allow shareholders to realize the long-term
value of their investment by guarding against opportunistic efforts
to capitalize on recent macroeconomic conditions, including open
market accumulations and other strategies, aimed at gaining control
of the Company without paying all shareholders a full control
premium for their shares.
The Plan provides for the issuance of one preferred stock
purchase right for each share of Class A Common Stock and each
share of Class B Common Stock held by shareholders of record on May
5, 2020, exercisable for Series A Preferred Stock and Series B
Preferred Stock, respectively. Generally, the rights will become
exercisable or exchangeable only if a person or group (with the
exception of certain existing holders in certain circumstances)
acquires 10% or more of the Company’s outstanding Class A Common
Stock, or 15% in the case of certain passive investors (including
shares synthetically owned pursuant to derivative positions or
deemed owned due to specified actions in concert) or announces a
tender offer and the consummation of that offer would result in
ownership above such percentage-levels. If the rights become
exercisable, the rights will entitle its holder to purchase one
one-thousandth of a share of the newly-created Series A and Series
B Preferred Stock, as applicable, which, in each case, at the
Board’s election, may be converted into shares of Class A and Class
B Common Stock, respectively, of the Company.
The Company intends to engage with shareholders regarding the
Plan. If the Board determines it is appropriate to extend the Plan,
it intends to submit such an extension to a vote of the
shareholders at the 2021 annual meeting of the shareholders.
Further details about the Plan are contained in a Form 8-K filed
today by the Company with the U.S. Securities and Exchange
Commission.
About Entercom Communications Corp.
Entercom Communications Corp. (NYSE: ETM) is a leading audio and
entertainment company engaging over 170 million consumers each
month through its iconic broadcast brands, expansive digital
platform, premium podcast network and live events and experiences.
With presence in every major U.S. market, and accessible on every
device, Entercom delivers the industry’s most compelling live and
on-demand content and experiences from voices and influencers its
communities trust and love. The company’s robust portfolio of
assets and integrated solutions offer advertisers today’s most
engaged audiences through targeted reach, brand amplification and
local activation—all at national scale. Entercom is the unrivaled
leader in local radio sports and news and the #1 creator of live,
original local audio content in the U.S. Learn more at
www.entercom.com, Facebook and Twitter (@Entercom). For further
information, or to receive future Entercom Communications news
announcements via e-mail, please contact JCIR at (212) 835-8500 or
etm@jcir.com.
Note Regarding Forward-Looking Statements
The information in this news release is being widely
disseminated in accordance with the Securities and Exchange
Commission’s Regulation FD.
This news announcement contains certain forward-looking
statements and involves certain risks and uncertainties within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995. Additional information and key risks are described in the
Company’s filings on Forms S-4, 8-K, 10-Q and 10-K with the
Securities and Exchange Commission. Readers should note that these
statements might be impacted by several factors including changes
in the economic and regulatory climate and the business of radio
broadcasting, in general. The Company assumes no obligation to
publicly update or revise any forward-looking statements.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20200421005273/en/
INVESTORS: Joseph Jaffoni, Jennifer Neuman or Norberto
Aja JCIR (212) 835-8500 etm@jcir.com
MEDIA: Esther-Mireya Tejeda Entercom 212-649-9686
Esther-Mireya.Tejeda@Entercom.com @EntercomPR
Entercom Communications (NYSE:ETM)
Historical Stock Chart
From Mar 2024 to Apr 2024
Entercom Communications (NYSE:ETM)
Historical Stock Chart
From Apr 2023 to Apr 2024