New York, NY-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of CBS Class B common stock on a pro rata basis in proportion to the total number of shares tendered and not validly withdrawn.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, indeb
Most recent headlines
17/02/2025
TVBEurope talks to the team who brought a piece of broadcasting history back to life on BBC Wales last night
By Jenny Priestley
Published: February 14, 2025 ...
17/02/2025
Eligible studios will receive the relief directly from their local authorities, with no need to submit a claim
By Matthew Corrigan
Published: February 17, 20...
17/02/2025
As DEI initiatives come under pressure in the USA, supporters of Rise, which promotes diversity in the media and entertainment sector, discuss the continuing im...
17/02/2025
EIB Global loan will partially fund SES's continued O3b mPOWER medium earth orbit (MEO) fleet expansion enabling additional capacity worldwide. O3b mPOWER s...
15/02/2025
At Nielsen, Business Resource Groups (BRGs) play a critical role in nurturing a ...
15/02/2025
Innovation to empower creativity: Explore the latest in Lightroom
Rob Christensen February 15, 2025
0 Comments
Whether you want to remove distracting ...
15/02/2025
Wisycom, a worldwide leader in RF technology and provider of wireless solutions, announces a new distribution agreement with EQUAPHON. An Argentinian profession...
15/02/2025
DPA Microphones, the leading manufacturer of high-quality microphone solutions, is pleased to welcome Nicholas Nick Mariano and Vincent Vince Divine to the ...
15/02/2025
Tuxera, a leading provider of quality-assured file systems and networking solutions, will showcase how Tuxera Fusion SMB enables unprecedented performance for m...
15/02/2025
Bitmovin's latest Video Developer Report indicates an increasing role of AI, the slow adoption of next-generation codecs, and continuing challenges when it ...
15/02/2025
When Michelin Enterprises set out to promote its prestigious Hotel Guide in the new Sleepless in the Kitchen , campaign, veteran German/Slovenian gaffer Robert...
15/02/2025
Formula E, the world's first all-electric racing series, revolutionizing motorsport with cutting-edge technology and a commitment to sustainability has sele...
15/02/2025
Agile Content, a global leader in TV and video technology solutions, announces its rebranding to AgileTV.
The transition to AgileTV stems from a commitment to ...
15/02/2025
Hiltron Communications will promote the latest additions to its range of satellite communication products, systems and supporting services at GovSatCom 2025. Th...
15/02/2025
Following the success of the original Airglow Booklight, DoPchoice debuts a new addition to their inflatable line the Float. This lightweight, inflatable, round...
15/02/2025
LAS VEGAS Marshall Electronics has announced that it will debut its newest camera controller, the RCP Plus, at the 2025 NAB Show at Booth N2649 between April 5 ...
15/02/2025
ATLANTA Gray Media has named Blake Sebo as the next general manager of KTUU and KYES, Gray's NBC and CBS affiliates in Anchorage, Alaska....
15/02/2025
KOKKEDAL, Denmark DPA Microphones will feature its new CORE+ technology for distortion-free microphone sound at the 2025 NAB Show, April 5-9, in Las Vegas....
15/02/2025
SWANSEA, U.K. QuickLink will launch StudioPro-NDI and StudioPro-3, two new models of its QuickLine StudioPro video production platform, at the 2025 NAB Show, Ap...
15/02/2025
Live From 2025 NBA All-Star Game Weekend: After 25 Years, Turner Sports All-In F...
15/02/2025
NASCAR Driver Cam on Max Embraces Cloud-Based Workflow for 2025 Season Chris Brown of WBD Sports says Mobii will play key part in delivering signals from the tr...
14/02/2025
Last month, we officially launched the Spotify Partner Program, a powerful new m...
14/02/2025
From an island off the coast of Lutruwita to the global stage in France SBS & ...
14/02/2025
The future of electro-optical/infrared (EO/IR) land systems is evolving so that ...
14/02/2025
Here are 5 reasons why you should attend ISE 2025
Discover more about Calrec: Learn more about Calrec's legacy of innovation in broadcast audio solutions ...
14/02/2025
World Radio Day: On the same wavelength
By Graham Murray, International Sales Manager at Calrec
To mark World Radio Day, Calrec's International Sales Ma...
14/02/2025
DALLAS and TYSONS, Va. Tegna has concluded a broadcast rights agreement that makes Tegna's KFAA in Dallas the exclusive local television partner of the Dall...
14/02/2025
Amazon's Prime Video has released a new app for Apple TV that the streamer said delivers an improved streaming experiences with faster scrolling, improved s...
14/02/2025
CLEVELAND Telos Alliance announced a software update for its Axia Quasar XR and SR line of audio-over-IP (AoIP) mixing consoles and will show the offering at th...
14/02/2025
Puget Systems Returns to HPA Tech Retreat 2025 with New Analysis Tools for Puge...
14/02/2025
Glass Animals: Tour of Earth Uses Blackmagic Live Production Workflow
Brie Clayton February 14, 2025
0 Comments
80six deploys Blackmagic URSA Broadcas...
14/02/2025
A dispute between Paramount and Youtube TV that would have pulled CBS stations and Paramount's cable channels from the streaming service has been temporaril...
14/02/2025
Colourist Deidre (Dee) McClelland details how she helped shape the distinct look and feel of whimsical Oscar-nominated stop-motion film, Memoir of a Snail
By C...
14/02/2025
BitFire said it intends to introduce forward-looking services that simplify the launch of live production workflows, and enhance real-time collaboration
By Jen...
14/02/2025
The claim by the liquidators is the latest twist in the ongoing saga of the companys collapse at the end of 2021
By Matthew Corrigan
Published: February 14, ...
14/02/2025
A carriage dispute between YouTube TV and Paramount could come to a head today (Feb. 13), with the virtual pay TV provider threatening to pull all of the progra...
14/02/2025
ENGLEWOOD CLIFFS, N.J. LG Electronics USA has opened a new in-house, state-of-the-art virtual production studio at its 360,000-square-foot North American headqu...
14/02/2025
NEW YORK In a bid to help local broadcasters find new ways of monetizing their content, the Coalition for Innovative Media Measurement (CIMM) and TVB have relea...
14/02/2025
WASHINGTON Three Democratic U.S. Senators have sent a stern letter blasting FCC Chair Brendan Carr for the weaponization of the agency for attacking broadcast...
14/02/2025
Years after launching the streaming service Apple TV+ in November of 2019, Apple has finally released a version of its steaming app for Android devices....
14/02/2025
FOOTHILL RANCH, Calif. Red Digital Cinema will make its V-RAPTOR [X] and KOMODO-X camera systems available with Nikon's premier Z Mount, providing filmmaker...
14/02/2025
DAYTONA, Fla. The Fox Sports production of this year's Daytona 500 will see the addition of a few new tech elements and the continued unfolding of the broad...
14/02/2025
Watch Bryson Battles Blind Audition on The Voice Get a Four-Chair Turn Michael Bubl said the Boston Conservatory at Berklee musical theater senior might have...
14/02/2025
2025 Daytona 500: FOX Sports Looks To Ride Super Bowl LIX Momentum Into NASCAR S...
14/02/2025
14 Feb 2025
VEON's Kyivstar and the Come Back Alive Foundation Raise USD 2....
14/02/2025
Max Renews THE PITT, Starring Noah Wyle, For A Second Season
Max
Warner Bros. Television Group
The Pitt
New Episodes Of The Medical Drama From John...
14/02/2025
This year, Technicolor proudly celebrates 110 years of shaping the magic of cinema pioneering color, visual effects, and innovation that bring unforgettable l...
14/02/2025
NBA All-Star: More Games, More Teams, More Music, More Sound From the Court Turner Sports' team will deploy familiar tech to capture all the audio By Dan D...
14/02/2025
LIV Golf Continues To Innovate With Drones, Data-Driven Graphics, and All-Access...
New York, NY-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 ).
