Sherwood says Dial-Global was best option for Westwood One


Investors and analysts had surprisingly few questions for Westwood One CEO Rod Sherwood in a Thursday conference call to discuss the company’s pending merger with Verge Media, owner of Dial-Global. The transaction is expected to close in Q4.

One investment manager wanted to know why WW1 management passed on a July 26th offer totaling $145 million, including $125 million in  cash, from an unidentified “Party A,” which was a radio station owner with public stock. That offer was disclosed in an SEC filing, as reported by RBR-TVBR. The investor suggested that the offer was above the recent WW1 stock price.

Sherwood said the indication of interest – “I wouldn’t describe it as an offer” – amounted to only $100-105 million in equity value after deducting the debt which was then outstanding.

“We believed, and continue to believe now, that the transaction with Verge provides a greater opportunity to enhance value for our stockholders in the long term,” said Sherwood, going on to discuss “substantial synergies” from combining WW1 and Dial-Global.

Closing is anticipated in Q4. Sherwood noted that the merger received early termination of the Hart-Scott-Rodino antitrust waiting period on August 24th. Verge shareholders, primarily Oaktree Capital, will own approximately 59% of the company, which will trade on Nasdaq as “DIAL,” while current WW1 shareholders will own 41%.