
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 they have been notified by the
Premerger Notification Office of the Federal Trade Commission of the
early termination of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 ("HSR Act") regarding the review of
the pending merger of Cumulus Media and Citadel (the “Merger”).
The early termination of the waiting period satisfies the condition to
the completion of the Merger relating to the expiration or termination
of any applicable waiting period under the HSR Act. The Merger remains
subject to the approvals by the Federal Communications Commission and
the stockholders of Citadel, as well as other customary closing
conditions. As previously disclosed, Citadel’s special meeting of
stockholders to approve the Merger will be held on Thursday, September
15, 2011, and the deadline for Citadel’s stockholders to make an
election with respect to the consideration they wish to receive in the
Merger is 5:00 p.m., New York City time, also on September 15, 2011.
As previously announced by the Antitrust Division of the United States
Department of Justice (the “DOJ”), pursuant to a settlement with the
DOJ, in connection with the completion of the Merger, Cumulus Media will
divest three radio stations in two markets—Flint, Michigan and
Harrisburg, Pennsylvania. Pursuant to the Tunney Act, the proposed
settlement, and related documents, will be published in the Federal
Register, and at the conclusion of the 60-day comment period, the Court
may enter the final judgment upon a finding that the settlement serves
the public interest. The completion of the Tunney Act procedure is not a
condition of closing of the Merger.
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. Cumulus Media believes it is the
fourth largest radio broadcast company in the United States based on net
revenues. Cumulus Media’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. and Citadel Broadcasting Corporation
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