Disney Announces Details for Completion of Spin-off and Subsequent Merger of ABC Radio BusinessThe Walt Disney Company today announced that it has set the record date for the previously announced spin-off of its ABC Radio Business. Disney shareholders of record at the close of business on June 6, 2007 will receive shares of Disney's wholly-owned subsidiary, ABC Radio Holdings, Inc., subject to the consummation of the spin-off and merger. Prior to the spin-off, Disney will transfer to ABC Radio Holdings the ABC Radio Business, which includes 22 large-market radio stations and the ABC Radio Network. This transaction does not include Disney's ESPN Radio and Radio Disney networks and station businesses.
Under the terms of the transaction, Disney will distribute all of the shares of ABC Radio Holdings common stock held by Disney to its shareholders on a pro rata basis by means of a share dividend. These shares represent all of ABC Radio Holdings' outstanding common stock. Following the spin-off, Disney will not own any shares of ABC Radio Holdings. The number of shares of ABC Radio Holdings common stock that will be issued for each share of Disney common stock will be determined prior to the distribution, but is currently expected to be approximately 0.0766 shares of ABC Radio Holdings common stock for each share of Disney common stock.
Immediately following the spin-off, ABC Radio Holdings will merge with a wholly-owned subsidiary of Citadel Broadcasting Corporation (NYSE: CDL). As a result of the merger, Disney shareholders will each receive one full share of Citadel common stock, par value $0.01 per share, in exchange for each full share of ABC Radio Holdings common stock received in the spin-off. No fractional shares will be distributed and Disney shareholders will receive cash in lieu of fractional shares. Shares of Citadel common stock will continue to trade on the New York Stock Exchange under the symbol "CDL." The spin-off and the merger are presently expected to occur on June 12, 2007, subject to the satisfaction or waiver of closing conditions.
Given the nature of the transaction, any holder of Disney common stock who sells shares after the record date and on or before the closing date of the spin-off and merger will also be selling their entitlement to receive shares of Citadel common stock. Shareholders of Disney common stock are encouraged to consult with their financial advisors regarding the specific implications of selling Disney common stock before the spin-off.
No action is required by Disney shareholders to receive their ABC Radio Holdings common stock in the spin-off or exchange them for the Citadel common stock in the merger, and Disney shareholders will not be required to surrender any Disney shares.
Details of the spin-off and merger may be found in the information statement/prospectus, dated May 8, 2007, which was distributed to Disney shareholders. The information statement/prospectus is also on file with the U.S. Securities and Exchange Commission as a part of Citadel's Registration Statement on Form S-4 (No. 333-139577) and is available at the Commission's website at www.sec.gov.