CBS Corporation (NYSE: CBS.A and CBS) today announced the completion of the split-off of CBS Radio Inc., which was merged with a subsidiary of Entercom Communications Corp. (NYSE: ETM) through a "Reverse Morris Trust" transaction. The closing of the merger followed the previously announced expiration of the Company's exchange offer. As a result of the merger, participating CBS stockholders will receive one share of Entercom Class A common stock in exchange for each whole share of CBS Radio common stock they received in the exchange offer.
The transactions will enable CBS to retire approximately 17.9 million shares of CBS Class B common stock. The exchange offer and merger are generally expected to be tax-free to participating CBS shareholders for U.S. federal income tax purposes.
"The separation of our radio business is part of a broader strategy to make CBS even more focused on our content and all the ways we can monetize it," said Leslie Moonves, Chairman and Chief Executive Officer, CBS Corporation. "We started on this path several years ago with the split-off of our outdoor advertising business. And just as we did with outdoor, we believe our radio transaction will allow us to unlock more value for our shareholders and further grow our revenue. As a result, we think CBS will be even better positioned to take advantage of all the new growth opportunities before us, and we feel very good about our future as a pure content Company."
In connection with the transactions, Goldman Sachs & Co. LLC is acting as financial advisor and Wachtell, Lipton, Rosen & Katz is acting as legal advisor to CBS.
About CBS Corporation
CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world's largest libraries of entertainment content, making its brand — "the Eye" — one of the most recognized in business. The Company's operations span virtually every field of media and entertainment, including cable, publishing, local TV, film, and interactive and socially responsible media. CBS' businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), CBS Television Studios, CBS Studios International, CBS Television Distribution, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS Films, Showtime Networks, CBS Sports Network, Pop (a joint venture between CBS Corporation and Lionsgate), the properties of Network TEN in Australia, Smithsonian Networks, Simon & Schuster, CBS Television Stations, and CBS EcoMedia. For more information, go to www.cbscorporation.com.
