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Walt Disney And Citadel Broadcasting Announce Information Regarding Consideration In The ABC Radio Merger


WEBWIRE

In preparation for the pending merger of a wholly-owned subsidiary of Citadel Broadcasting Corporation (NYSE: CDL) with ABC Radio Holdings, Inc., a wholly-owned subsidiary of The Walt Disney Company (NYSE: DIS), Disney and Citadel today announced information regarding the transaction consideration.

This information is based on the number of Citadel shares of common stock deemed to be outstanding for these purposes and the average Citadel closing price during a 10-trading day measurement period that ended yesterday, June 4, 2007. The average Citadel closing stock price during that time was $8.47. Using this average closing price and based on the current number of Citadel shares of common stock deemed to be outstanding for these purposes, the parties currently anticipate that (1) Disney (or one of its affiliates) will retain approximately $1.35 billion of cash, representing all of the proceeds of the debt that ABC Radio Holdings will assume prior to the spin-off and (2) the per share amount of the special cash distribution that Citadel will pay to its pre-merger stockholders will be approximately $2.46 per share.

Although the components of the aggregate transaction value to be delivered to Disney and its stockholders and the special distribution to be paid to Citadelís pre-merger stockholders remain subject to adjustments set forth in the agreements governing the transactions and will not be finalized until the closing of the merger, the parties currently anticipate that the values set forth above will be the closing amounts. As previously disclosed, the record date for Disney stockholders to receive ABC Radio Holdings common stock is Wednesday, June 6, 2007 and the record date for Citadel stockholders to receive the special cash distribution will be the second trading day prior to closing of the merger. Payment of the special cash distribution is conditioned on the completion of the merger and will be made immediately prior to the effective time of the merger. The parties currently expect the merger to close on Tuesday, June 12, 2007, subject to the satisfaction or waiver of conditions contained in the agreements governing the merger, and anticipate that the record date for Citadelís special cash distribution, which has been declared as the second trading day prior to closing, was on Friday, June 8, 2007.



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