NEW YORK -- (Business Wire)
CBS Outdoor Americas Inc. (NYSE: CBSO) today announced that it satisfied
the regulatory approval closing condition with respect to the Company’s
previously announced acquisition of certain outdoor advertising
businesses from Van Wagner Communications, LLC.
As previously announced on July 21, 2014, the Company entered into a
definitive agreement to acquire certain outdoor advertising businesses
from Van Wagner Communications, LLC for $690 million in cash. The
acquisition remains subject to other closing conditions, and is now
expected to close in the fourth quarter of 2014.
Cautionary Statement Concerning Forward-Looking Statements
The Company has made statements in this press release that are
forward-looking statements within the meaning of the federal securities
laws, including the Private Securities Litigation Reform Act of 1995.
You can identify forward-looking statements by the use of
forward-looking terminology such as “expect” or the negative of these
words and phrases or similar words or phrases that are predictions of or
indicate future events or trends and that do not relate solely to
historical matters. You can also identify forward-looking statements by
discussions of strategy, plans or intentions relating to the proposed
acquisition of certain outdoor advertising businesses from Van Wagner
Communications, LLC (the “Acquired Business”). Forward-looking
statements involve numerous risks and uncertainties and you should not
rely on them as predictions of future events. Forward-looking statements
depend on assumptions, data or methods that may be incorrect or
imprecise and may not be able to be realized. The Company does not
guarantee that the transactions and events described will happen as
described (or that they will happen at all). The following factors,
among others, could cause actual results and future events to differ
materially from those set forth or contemplated in the forward-looking
statements: declines in advertising and general economic conditions;
government regulation; the closing conditions of the proposed
acquisition of the Acquired Business may not be satisfied in the
expected timeframe or at all; integrating the Acquired Business may be
more difficult, costly or time consuming than expected and the
anticipated benefits and cost savings of the acquisition may not be
fully realized; unknown risks inherent in the acquisition, or certain
assumptions with respect to the Acquired Business that may prove to be
inaccurate; the Company expects to incur significant additional
indebtedness to finance the acquisition, which may limit its operating
flexibility and opportunities; termination of the purchase agreement to
acquire the Acquired Business could negatively impact the Company and
the price of its common stock; dependence on the Company’s management
team and advertising executives; complying with real estate investment
trust (“REIT”) requirements may cause the Company to liquidate
investments or forgo otherwise attractive opportunities; the Company’s
ability to contribute certain contracts to a taxable REIT subsidiary
(“TRS”); failure to meet the REIT income tests as a result of receiving
non-qualifying rental income; even if the Company qualifies to be taxed
as a REIT, and it sells assets, it could be subject to tax on any
unrealized net built-in gains in the assets held before electing to be
treated as a REIT; the Internal Revenue Service may deem the gains from
sales of the Company’s outdoor advertising assets to be subject to a
100% prohibited transaction tax; and other factors described in our
filings with the Securities and Exchange Commission (the “SEC”),
including but not limited to the sections entitled “Risk Factors” in our
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2014 and in our prospectus filed with the SEC on July 7, 2014. All
forward-looking statements in this press release apply as of the date of
this press release or as of the date they were made and, except as
required by applicable law, the Company disclaims any obligation to
publicly update or revise any forward-looking statement to reflect
changes in underlying assumptions or factors of new information, data or
methods, future events or other changes.
About CBS Outdoor Americas Inc.
CBS Outdoor (NYSE: CBSO) is one of the largest out-of-home
media companies in the Americas and has a major presence in top
markets throughout the United States, Canada, Mexico and South America.
With traditional billboard
and transit
outdoor advertising properties, and a network of digital displays, CBS
Outdoor gives advertisers both breadth and depth of audience across key
geographies, as well as immersive ways to connect with increasingly
mobile consumers. For more information, visit www.cbsoutdoor.com.
Contacts:
CBS Outdoor Americas Inc.
Investors:
Gregory Lundberg,
(212) 297-6441
greg.lundberg@cbsoutdoor.com
or
Media:
Carly
Zipp, (212) 297-6479
carly.zipp@cbsoutdoor.com
Source: CBS Outdoor Americas Inc.
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