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ATLANTA, Feb. 22, 2024 (GLOBE NEWSWIRE) — Cumulus Media Inc. (NASDAQ: CMLS) (“Cumulus Media” or the “Company”) announced today that its board of directors (the “Board”) is a limited director. We announced that we had adopted a meeting. -A shareholder rights plan (the “Rights Plan”) designed 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 early termination of the Rights Plan if the circumstances warrant.
The limited term rights plan was adopted in response to a significant accumulation of Cumulus Media shares by Renew Group Private Ltd., a Singapore-based entity (together with its affiliates, the “Group”). In adopting this plan, the Cumulus Board of Directors consulted with its legal and financial advisors and considered, among other things:
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The Group initially disclosed in its Schedule 13G filing dated July 28, 2023 that it had acquired approximately 5.15% of the Company’s outstanding Class A Shares.
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On January 24, 2024, the Group amended its filing to Schedule 13D to report beneficial ownership of approximately 10.01% of the Company’s outstanding Class A Shares.
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In a meeting with Cumulus Media executives in the weeks following the group’s Schedule 13D filing, the group announced its intention to acquire 20% of the company.and
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The Group also has investments in other media companies, including significant stakes in direct competitors of Cumulus Media.
“Given the facts, the Cumulus Board of Directors strongly believes that it is necessary to adopt a limited-term rights plan to protect the interests of all Cumulus stockholders. The objective is to realize the value of our company, ensure that all stockholders receive fair and equal treatment in the event of a proposed acquisition of our company, and to prevent tactics to gain control of our company.All stockholders. “The company was acquired without paying an appropriate premium for control,” said Andrew Hobson, chairman of the board. He added: “Cumulus Media’s management maintains an open dialogue with its investors, including the Group, and intends to continue that practice.”
The Rights Plan applies equally to all current and future stockholders and is not intended to preclude or prevent the Board from considering proposals that are fair and in the best interests of our stockholders. there is no. The rights plan is similar to plans adopted by other listed companies. Pursuant to the Rights Plan, Cumulus Media will issue one right for each Class A and Class B common stock (the “Right”) as of the close of business on March 4, 2024. The rights will initially trade for Cumulus Media common stock. and generally will only become exercisable if any person (or an affiliate, affiliate, or person acting as a group) acquires 15% or more of our outstanding Class A common stock (the “Trigger Percentage”). This also includes through our class ownership. B common stock. The Rights Plan will not aggregate the ownership of shareholders “acting in concert” unless and until they form a group under applicable securities laws. If the rights become exercisable, all rights holders (other than the invoker) will be entitled to acquire shares of Class A common stock or Class B common stock (as applicable) at his 50% discount. You can Alternatively, we may exchange each of our rights. Such holder will receive shares for each of her shares of Class A common stock or Class B common stock, as applicable. Persons who currently own shares in excess of the Trigger Percentage under the Rights Plan may continue to own common stock, but may not acquire additional shares without invoking the Rights Plan. . Except as provided in the Rights Plan, the Board has the right to redeem Rights at $0.001 per Right.
Details of the Rights Plan will be set forth in Cumulus Media’s Form 8-K filed with the SEC.
About Cumulus Media
Cumulus Media (NASDAQ: CMLS) is an audio-first media company that delivers premium content to more than 500 million people every month, anytime, anywhere. Cumulus Media provides high-quality local programming to listeners through 403 owned and operated radio stations across 85 markets. Nationally syndicated sports, news, talk and entertainment from iconic brands with more than 9,800 affiliates, including the NFL, NCAA, Masters, CNN, AP News, Academy of Country Music Awards and many other world-class partners. We are broadcasting the program. Station via Westwood One, America’s largest audio network. We also inspire our listeners through the Cumulus Podcast Network. The network is a rapidly growing network of smart, funny, and thought-provoking original podcasts. Cumulus Media offers 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 experience. Cumulus Media is the only audio media company that offers marketers local and national advertising performance guarantees. For more information, please visit www.cumulusmedia.com.
Forward-looking statements
Certain 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 other than statements of historical fact and do not reflect our intentions, beliefs or current conditions, including, without limitation, statements regarding the benefits of the Rights Plan and the ability of the Rights Plan to maximize shareholder value. is related to expectations. Takeover of Cumulus. Such forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties and various factors that may differ from those contained in or implied by the forward-looking statements and actual results, performance or achievements. involve risks, uncertainties and other factors that may vary. Such factors include, among other things, the risks and uncertainties associated with the implementation of our strategic operating plans, continued uncertain financial and economic conditions, the rapidly changing and competitive media industry, and the economy generally. It will be. We are aware of the additional risks and May be subject to uncertainty. included in it. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are, in some cases, beyond the Company’s control and are subject to the unanticipated occurrence or non-performance of such events or issues. Please do not rely on these statements as their occurrence could cause us serious problems. actual results, performance, financial condition or achievements may differ materially from those expressed or implied by such forward-looking statements; Cumulus Media assumes no responsibility to update any forward-looking statements that are based on expectations as of the date hereof, whether as a result of new information, future events or otherwise.
PR for investors
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