
Company Website:
http://www.cumulus.com
ATLANTA & LAS VEGAS -- (Business Wire)
Cumulus Media Inc. (“Cumulus Media”) (NASDAQ: CMLS) and Citadel
Broadcasting Corporation (“Citadel”) (OTC Link on the OTCQB tier: CDELA,
CDELB, & CDDGW) today announced that the deadline for holders of Citadel
common stock or warrants to purchase Citadel common stock (together,
“Citadel Securityholders”) to deliver their election forms to elect the
form of consideration they wish to receive in the previously announced
merger of a subsidiary of Cumulus Media with and into Citadel, pursuant
to which Citadel will become an indirect wholly-owned subsidiary of
Cumulus Media (the “Merger”), to U.S. Bank National Association, as
exchange agent (the “Exchange Agent”), is 5:00 p.m., New York City time,
on Friday, September 9, 2011, unless extended (such date and time, as it
may be extended, the “Election Deadline”).
Pursuant to the terms of the Merger, Citadel Securityholders have the
opportunity to elect to receive, upon completion of the Merger, (i)
8.525 shares of Cumulus Class A common stock (the “Stock
Consideration”), (ii) $37.00 in cash (the “Cash Consideration”) or (iii)
a combination of Stock Consideration and Cash Consideration, in each
case subject to proration, as the consideration for each share of
Citadel common stock or warrant to purchase Citadel common stock that
they own.
To make an effective cash election or stock election, Citadel
Securityholders of record who hold their securities in their own name
must properly complete, sign and deliver the applicable election form
(together with any required stock or warrant certificates or required
evidence of surrender of shares or warrants held in book-entry form) in
accordance with the instructions set forth on the applicable election
form to the Exchange Agent, at the following address:
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U.S. Bank National Association Attn: Specialized Finance
60 Livingston Avenue
Mail Station — EP-MN-WS2N St. Paul, MN 55107-2292
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U.S. Bank National Association Attn: Specialized Finance
111 Fillmore Avenue
St. Paul, MN 55107-1402
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As previously disclosed, on August 10, 2011, Cumulus Media commenced the
distribution of the applicable election forms to all Citadel
Securityholders. For information relating to, or requests for additional
copies of, the applicable election forms, Citadel Securityholders may
contact the Exchange Agent at: escrowexchangepayments@usbank.com,
or call 651-495-4738.
The Exchange Agent must receive the applicable election form (together
with any required stock or warrant certificates or required evidence of
surrender of shares or warrants held in book-entry form) representing
Citadel common stock or warrants as described in the instructions
accompanying the election form by the Election Deadline.
If you hold Citadel shares or warrants in “street name” through a bank,
broker or other nominee and you wish to make an election, you should
seek instructions from the financial institution holding your shares or
warrants concerning how and by when you need to make your election.
Questions or requests for assistance, or requests for additional copies
of election materials, may also be directed to Georgeson, Inc., the
information agent for Cumulus Media in connection with the Merger (the
“Information Agent”).
The Information Agent for Cumulus Media in the Merger is:
Georgeson
Banks and Brokers Call: (212) 440-9800
All Others Toll Free: (888) 624-7035
A description of the merger consideration and the proration procedures
which may be applicable to elections is contained in the information
statement/proxy statement/prospectus, dated August 8, 2011, and first
mailed to Citadel Securityholders on or about August 8, 2011. Citadel
Securityholders are urged to read the information statement/proxy
statement/prospectus carefully and in its entirety. Copies of the
information statement/proxy statement/prospectus may be obtained for
free by following the instructions below under “Additional Information.”
About Cumulus Media
Cumulus Media Inc. is the second largest radio broadcaster in the United
States based on station count, controlling approximately 346 radio
stations in 68 U.S. media markets. The Company believes it is the fourth
largest radio broadcast company in the United States based on net
revenues. The Company’s headquarters are in Atlanta, Georgia, and its
web site is www.cumulus.com.
About Citadel
Citadel Broadcasting Corporation is the third largest radio group in the
United States based on revenues, with a national footprint reaching more
than 50 markets. Citadel is comprised of 166 FM stations and 59 AM
stations in the nation’s leading markets, in addition to owning and
operating the Citadel Media business, which is among the largest radio
networks in the U.S. For more information, visit www.citadelbroadcasting.com.
Forward-Looking Statements
This press release contains “forward-looking” statements within the
meaning of the federal securities laws. Forward-looking statements are
statements other than historical fact, and include statements relating
to, among other things, the pending merger of Cumulus Media and Citadel,
including the timing of the completion thereof. Actual results could
differ materially from those predicted in any such forward-looking
statements if one or more of the underlying assumptions or expectations
prove to be inaccurate or are unrealized. Such factors, include, but are
not limited to, the possibility that the Merger is not consummated for
any reason, including the failure to obtain necessary regulatory or
stockholder approvals or to satisfy any other conditions to the Merger,
failure to realize the expected benefits of the Merger, and general
economic and business conditions that may affect the companies before or
following the Merger. For additional information regarding risks and
uncertainties associated with Cumulus Media and Citadel, see Cumulus
Media’s and Citadel’s filings with the Securities and Exchange
Commission (the “SEC”), including their respective annual reports on
Form 10-K for the year ended December 31, 2010 and their respective
subsequently filed periodic and other reports. Cumulus Media and Citadel
assume no responsibility to update the forward-looking statements
contained in this release as a result of new information, future events
or otherwise.
Additional Information
This press release is provided for informational purposes only and is
neither an offer to purchase nor a solicitation of an offer to sell
shares of Citadel or Cumulus Media. Cumulus Media has filed a
registration statement on Form S-4 (SEC File No. 333-175477), which
includes a joint information statement of Cumulus Media and proxy
statement of Citadel, with the SEC in connection with the Merger.
INVESTORS AND SECURITYHOLDERS ARE URGED TO READ THAT FILING, AND ANY
OTHER FILINGS THAT MAY BE MADE WITH THE SEC IN CONNECTION WITH THE
MERGER WHEN THEY BECOME AVAILABLE, AS THEY CONTAIN, AND WILL CONTAIN,
IMPORTANT INFORMATION ABOUT THE MERGER. Those documents as well as
Cumulus Media’s and Citadel’s other public filings with the SEC may be
obtained without charge at the SEC’s website at www.sec.gov
and, for Cumulus Media’s filings, at Cumulus Media’s website at www.cumulus.com
or, for Citadel’s filings, at Citadel’s website at www.citadelbroadcasting.com

Contacts:
Cumulus Media Inc.
J.P. Hannan, 404-260-6671
Senior Vice
President, Treasurer & Chief Financial Officer
jp.hannan@cumulus.com
or
Citadel
Broadcasting Corporation
Patricia Stratford, 212-297-5860
Source: Cumulus Media Inc.
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