CUMULUS MEDIA Adopts Short-Term Shareholder Rights Plan

ATLANTA, May 21, 2020 (GLOBE NEWSWIRE) -- Cumulus Media Inc. (NASDAQ: CMLS) (“Cumulus” or the “Company”) announced today the adoption of a short-term shareholder rights plan (the “Rights Plan”) designed to protect shareholder interests and maximize value for all shareholders.

In adopting the Rights Plan, the Board has taken note of the unprecedented impact of the COVID-19 pandemic on equity market valuations which has led to substantial volatility in the trading of the Company’s stock and a dislocation in Cumulus’ stock price, which the Board believes does not reflect the Company's inherent value or business performance.  The Rights Plan is intended to promote the fair and equal treatment of all shareholders by preventing a creeping change of control without an appropriate premium and on terms that would not deliver sufficient value for all shareholders.

In connection with the adoption of the Rights Plan, the Board declared a dividend distribution of one right (a “Right”) on each outstanding share of Class A common stock, share of Class B common stock, Series 1 warrant and Series 2 warrant.  The record date for the dividend distribution is June 1, 2020. Initially, these Rights will not be exercisable and will be attached to the Company’s common shares and warrants, as applicable.

The Rights Plan is intended to protect shareholder interests by reducing the likelihood that any entity, person or group  is able to gain control of Cumulus through open market accumulation without paying all shareholders an appropriate control premium or providing the Board sufficient opportunity to make informed judgments and take actions that are in the best interests of all shareholders.

The Rights issued pursuant to the Rights Plan would be exercisable only if a person or group acquires 10% (20% in the case of a passive institutional investor) or more of the Company’s outstanding Class A common shares (subject to certain exceptions), including through ownership of the convertible Class B common shares and/or warrants. In that situation, each holder of a Right (other than the acquiring person, whose Rights will become void and will not be exercisable) will be entitled to receive upon exercise of such Right that number of Class A common shares, Class B common shares, Series 1 warrants or Series 2 warrants, as applicable, having a market value of two times the exercise price of $25 per Right. In addition, the Rights Plan contains a similar provision if Cumulus is acquired in a merger or other business combination after an unapproved party acquires 10% (20% in the case of a passive institutional investor) or more of the Company’s outstanding Class A common shares, including through ownership of the convertible Class B common shares and/or warrants. The Board, at its option, may exchange each Right (other than Rights owned by the acquiring person that have become void) at an exchange ratio of one Class A common share, Class B common share, Series 1 warrant or Series 2 warrant, as applicable, per outstanding Right, subject to adjustment.