Entercom Communications on Wednesday (4/19) received a request for additional information and documentary material, often referred to as a “second request,” from the Department of Justice in regard to its Reverse Morris Trust-fueled tax-free merger with CBS Radio.
The second request was issued under the Hart-Scott-Rodino Antitrust Improvements (HSR) Act of 1976.
CBS received an identical request for additional information and documentary material from the DOJ in connection with the transactions.
Entercom noted in an SEC filing made late Thursday (4/20) that the merger is conditioned on expiration of the waiting period applicable under the HSR Act, among other conditions.
The second request comes a day after Entercom filed with the SEC a detailed company prospectus, along with a proxy statement relating to the special meeting of Entercom shareholders regarding the CBS Radio merger.
In these materials, Entercom states that an estimated maximum of 101,497,494 Class A shares will be issuable upon completion of the CBS Radio transaction.
The per-unit price as shown is $13.50, and this is based on the average of the high and low prices of shares of Class A common stock of Entercom Communications as reported on the New York Stock Exchange on April 10.
With a total fee paid of $158,667.24, the proposed maximum aggregate value of the transaction is $1,369,001,169.
