Cumulus Media Inc. today announced that its Board of Directors has adopted a limited-duration shareholder rights plan to protect the best interests of all Cumulus Media shareholders. The Rights Plan is effective immediately and will expire on February 20, 2025. The Board may consider an earlier termination of the Rights Plan if circumstances warrant.
The limited-duration Rights Plan was adopted in response to the significant accumulation of Cumulus Media stock by group identified as Renew Group Private Ltd., an entity based in Singapore.
In adopting the plan, the Cumulus Board 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.
“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,” said Andrew Hobson, Chairman of the Board. He continued, “Cumulus Media’s leadership maintains open dialogue with its investors, including the Group, and intends to continue that practice.”
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.
“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,” said Andrew Hobson, Chairman of the Board. He continued, “Cumulus Media’s leadership maintains open dialogue with its investors, including the Group, and intends to continue that practice.”
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