Cumulus Media‘s Board of Directors has adopted a limited-duration shareholder rights plan that it says is designed “to protect the best interests of all Cumulus Media shareholders.”
The Rights Plan is effective immediately and will expire on February 20, 2025.
The limited-duration Rights Plan was adopted in response to the significant accumulation of Cumulus Media stock by Renew Group Private Ltd., an entity based in Singapore. In adopting the plan, the Cumulus board of directors considered, in consultation with legal and financial advisors, among other things, that:
- The Group initially disclosed that it had acquired approximately 5.15% of the company’s outstanding Class A shares in a Schedule 13G filing on July 28, 2023
- On January 24, 2024, the Group converted its filing to a Schedule 13D and reported beneficial ownership of approximately 10.01% of the Company’s outstanding Class A shares
- In meetings with members of Cumulus Media leadership in the weeks following the Group’s Schedule 13D filing, the Group stated its intent to acquire 20% of the company
- The Group has investments in other media companies, including a sizeable holding in a direct competitor of Cumulus Media.
Board Chairman Andrew Hobson commented, “Given the facts, the Cumulus Board firmly believes it is necessary to adopt a limited-duration rights plan to protect the interests of all Cumulus shareholders. The Rights Plan is intended to enable the Company’s shareholders to realize the long-term value of their investment, ensure that all shareholders receive fair and equal treatment in the event of any proposed takeover of the Company, and guard against tactics to gain control of the Company without paying all shareholders an appropriate premium for that control. Cumulus Media’s leadership maintains open dialogue with its investors, including the Group, and intends to continue that practice.”
The Rights Plan applies equally to all current and future shareholders and is not intended to deter offers or preclude the Board from considering offers that are fair and otherwise in the best interest of the Company’s shareholders.
The Rights Plan is similar to plans adopted by other publicly traded companies. Pursuant to the Rights Plan, Cumulus Media is issuing one right for each share of Class A and Class B common stock as of the close of business on March 4, 2024.
The Rights will initially trade with Cumulus Media common stock and will generally become exercisable only if any person (or any affiliates, associates or persons acting as a group) acquires 15% or more of the Company’s outstanding Class A common stock (the “Triggering Percentage”), including through ownership of the Company’s Class B common stock.
The Rights Plan does not aggregate the ownership of shareholders “acting in concert” unless and until they have formed a group under applicable securities laws. If the rights become exercisable, all holders of Rights (other than any triggering person) will be entitled to acquire shares of Class A common stock or Class B common stock, as applicable, at a 50% discount or the Company may exchange each Right held by such holders for one share of Class A common stock or Class B common stock, as applicable.
Under the Rights Plan, any person which currently owns more than the Triggering Percentage may continue to own its shares of common stock but may not acquire any additional shares without triggering the Rights Plan. Except as provided in the Rights Plan, the Board is entitled to redeem the Rights at $0.001 per Right.
The Board may consider an earlier termination of the Rights Plan if circumstances warrant.
