Filed by Entercom Communications Corp.
pursuant to Rule 425 under the Securities Act of 1933, as amended
and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended
Subject Companies: Entercom Communications Corp. and CBS Radio Inc.
Date: April 12, 2017
This filing relates to a proposed business combination involving
Entercom Communications Corp. and CBS Radio Inc.
(Subject Company Commission File No.: 001-14461)
From: David Field
Sent: April 12, 2017
To: ENTERCOM USERS
Subject: Entercom and CBS Radio Merger Update
Since the February 2nd announcement of our deal with CBS Radio, we have been hard at work, making significant progress towards our transformational merger. We are working with various government agencies on deal approval and we are engaging with the CBS corporate team along with a team of expert merger integration advisors to ensure that we achieve as close to a seamless transition as possible when we close.
As an organization that fundamentally believes there is nothing more important than the people on our team, our first order of business upon making the announcement was to hit the road to meet and introduce ourselves to the CBS Radio staffs. Since early February, we have traveled across the country to virtually every one of the CBS markets. It is with great pride that we have shared the Entercom story and expressed our enthusiasm for the opportunities that lie ahead for the entire organization.
We are creating a truly preeminent Radio company with an extraordinary platform of the industry’s best local brands, personalities, content and marketing solutions covering virtually all of the nation’s top 50 markets. The new Entercom will be a leading local media and entertainment company with strong positions in Radio, Digital, Events, News, Sports, Music and Entertainment. With close to $2 billion in annual sales, a value of over $4 billion, and a very strong financial position, we will have the scale and resources to compete aggressively with other media for a significantly larger share of advertising dollars. And we are gearing up to make major new investments and add new positions in a number of areas to enhance our competitive position and bolster our future growth. Frankly, the opportunities for career growth for talented, high performers in the new Entercom will be greater than ever.
As the regulatory and approval process continues, various activities and documents will become public and may attract media attention. Several weeks ago, we made initial filings with the FCC related to the required divestiture of several Entercom and CBS Radio stations in seven markets. It has not yet been determined which 14 stations will be divested to meet FCC local market ownership requirements. Today, we submitted a registration statement to the SEC that provides information about the merger, including background information on the merger process. As always, if you receive any inquiries from the media or third parties, please direct them to Esther-Mireya Tejeda at 610-822-0861 or Esther-Mireya.Tejeda@entercom.com.
We continue to expect the transaction to close in the second half of 2017, subject to the timing of regulatory approvals and other customary closing conditions. Until the transaction closes, Entercom and CBS Radio will continue to operate as separate and independent companies and it is business as usual. We ask that you stay focused on delivering great content to our listeners and providing the best media and marketing solutions to our advertisers.
With every passing day, I become even more excited about this combination and the opportunities it will create for our listeners, customers, shareholders, the radio industry, and most importantly, our outstanding team. As this process continues, we will do our best to keep you informed, providing you with periodic updates when we are able to do so.
As always, thank you for your continued hard work, dedication and leadership.
All best,
David
Important Information for Investors and Securityholders
Forward-Looking Statements
This communication contains “forward-looking statements.” All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 27A of the United States Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events and anticipated revenues, earnings, cash flows or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes that these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
Factors that could cause actual results to differ materially from those in the forward-looking statements include, among others, failure to obtain applicable regulatory or stockholder approvals in a timely manner or otherwise; failure to satisfy other closing conditions to the proposed combination with CBS Radio (as defined below); risks associated with tax liabilities, or changes in U.S. federal tax laws or interpretations to which they are subject; risks that the new businesses will not be integrated successfully or that the combined companies will not realize estimated cost savings, value of certain tax assets, synergies and growth or that such benefits may take longer to realize than expected; failure to realize anticipated benefits of the combined operations; risks relating to unanticipated costs of integration; the potential impact of announcement or consummation of the proposed transaction on relationships with third parties, including advertiser clients, employees and competitors; a decline in advertising revenue and the seasonality of advertising revenue; intense competition in the broadcast radio and media distribution industries; impact on advertising rates and revenues due to technological changes and failure to timely or appropriately respond to such changes; ability to attract new and retain existing advertiser clients in the manner anticipated; increases in or new royalties; high fixed costs; ability to hire and retain key personnel; failure to protect our intellectual property; availability of sources of funding on favorable terms or at all; changes in legislation or governmental regulations affecting the companies; economic, social or political conditions that could adversely affect the companies or their advertiser clients; conditions in the credit markets; and risks associated with assumptions the parties make in connection with the parties’ critical accounting estimates and legal proceedings.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. You should carefully consider the foregoing factors and the other risks and uncertainties that affect the parties’ businesses, including those described in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other documents filed from time to time with the U.S. Securities and Exchange Commission (the “SEC”) by Entercom Communications Corp. (“Entercom”) and CBS Corporation (“CBS”) (to the extent they relate to CBS Radio Inc. and its relevant subsidiaries (“CBS Radio”)). We wish to caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law.
No Offer or Solicitation
This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote in any jurisdiction pursuant to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.
Additional Information
Important Additional Information has been and will be filed with the SEC
Entercom has filed with the SEC a registration statement on Form S-4, which will constitute a prospectus of Entercom, and will file a proxy statement relating to the special meeting of Entercom shareholders (together, the “proxy statement/prospectus”), CBS will file with the SEC a Schedule TO with respect to the proposed exchange offer and CBS Radio has filed with the SEC a registration statement on Form S-1, Form S-4 and/or Form 10 that will include a prospectus of CBS Radio (together with the proxy statement/prospectus and the Schedule TO, the “Disclosure Documents”). INVESTORS AND SHAREHOLDERS ARE URGED TO CAREFULLY READ THE DISCLOSURE DOCUMENTS, AND OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ENTERCOM, CBS, CBS RADIO, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. Investors and shareholders will be able to obtain free copies of the Disclosure Documents and other documents filed with the SEC by the parties through the website maintained by the SEC at www.sec.gov. In addition, investors and shareholders will be able to obtain free copies of the Disclosure Documents and other documents filed with the SEC on Entercom’s website at www.entercom.com (for documents filed with the SEC by Entercom) or on CBS’s website at www.cbs.com (for documents filed with the SEC by CBS).
Participants in the Solicitation
Entercom, CBS, CBS Radio and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of Entercom in respect of the proposed transactions contemplated by the definitive proxy statement/prospectus. Information regarding the persons who are, under the rules of the SEC, participants in the solicitation of the stockholders of Entercom in connection with the proposed transactions, including a description of their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement/prospectus filed with the SEC. Information regarding Entercom’s and CBS’s directors and executive officers is contained in Entercom’s and CBS’s respective Annual Reports on Form 10-K for the year ended December 31, 2016, and their Proxy Statements on Schedule 14A, filed on March 17, 2017 and April 7, 2017, respectively, which have been filed with the SEC and can be obtained free of charge from the sources indicated above.