NEW YORK, Aug. 1, 2011 /PRNewswire-FirstCall/ -- Dial
Global, a division of Triton Media Group, LLC, and Westwood One,
Inc. (NASDAQ: WWON), today announced a definitive agreement to
merge in a stock for stock transaction. The new entity will remain
listed on NASDAQ. The transaction is expected to close in the
fourth quarter of 2011, subject to customary closing conditions and
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act.
The combination of assets of Dial Global and Westwood One
creates a diverse radio programming, services and advertising sales
company, enhancing the array of products and services provided to
radio stations and national advertisers. In addition, the merged
entity will expand national advertising sales representation to
independent content producers and networks.
"This transaction brings together a highly complementary
portfolio of programming assets that will better serve our clients
and customers," said Spencer Brown,
David Landau and Ken Williams co-CEO's of Dial Global. "We will
focus on utilizing the combined company's expanded content and
sales platform to enhance the services and value we offer to our
current and future clients."
Rod Sherwood, President of
Westwood One, commented, "We are excited about this merger and the
benefits it will bring to our customers by complementing our
existing portfolio of sports, talk, news, music and entertainment
programming. Our employees have worked hard to create a diverse
portfolio of assets that, when combined with Dial Global, will
better serve our clients."
Neal Schore, President and CEO of
Triton Media Group, stated, "Following the contemplated merger, we
will continue to work closely with Dial Global, as well as the
entire industry to develop innovative technologies that will help
the radio industry continue to evolve. Triton Media Group will
focus exclusively on operating our remaining division, Triton
Digital, which is the leading digital platform company for the
radio industry."
Kirkland & Ellis acted as legal advisor to Dial Global.
Moelis & Company and Skadden Arps Slate Meagher & Flom LLP
acted as financial advisor and legal advisor, respectively, to
Westwood One. Berenson & Company rendered a fairness
opinion, while General Electric Capital Corporation, ING Capital
LLC and Macquarie Capital have committed to provide debt financing
in support of the transaction.
Triton Media Group is a portfolio company of funds managed by
Oaktree Capital Management, L.P. Westwood
One is a portfolio company of The Gores Group, LLC.
About Triton Media Group
Triton Media Group is a provider of applications, services and
content to the media industry. Its Triton Digital division provides
digital services to the radio industry with more than 6,000 station
affiliations. Through its Triton Radio Networks division, Triton
owns and operates Dial Global, which provides sales representation
and syndication services to national radio production companies and
produces more than 100 different programs and services. For more
information about Triton Media Group, visit
www.tritonmedia.com.
About Dial Global
Dial Global (www.dial-global.com) provides national advertising
sales representation to over 200 radio programs, services and
networks on over 8,000 stations. In addition, Dial Global
produces the Dial Global 24/7 Formats, well as Prep Services,
Jingles and Imaging as well as long and short form radio programs
which it distributes to over 6,000 radio stations nationwide.
Dial Global is owned by Triton Media Group, LLC, a leading
supplier of digital products and services to the media
industry.
About Westwood One
Westwood One (NASDAQ: WWON) is a provider of network radio
programming, providing more than 5,000 radio stations with over 150
news, sports, music, talk and entertainment programs, features,
live events and digital content.
Forward-Looking Statements
This press release contains "forward-looking" statements
regarding the merger of Dial Global and Westwood One and related
financing, which include expected earnings, revenues, cost savings,
leverage, operations, business trends and other such items, that
are based on current expectations and estimates or assumptions.
These forward-looking statements involve risks and uncertainties
that could cause actual results to differ materially from those
predicted in any such forward-looking statements. Such factors,
include, but are not limited to, the possibility that the merger or
the related financing is not consummated, the failure to obtain
necessary regulatory or stockholder approvals or to satisfy any
other conditions to the merger, the 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. Neither Dial Global nor Westwood One undertakes any
obligation to update any forward-looking statements as a result of
new information, future developments or otherwise, except as
expressly required by law. All forward-looking statements in this
announcement are qualified in their entirety by this cautionary
statement.
SOURCE Westwood One, Inc.