Cumulus Unveils Rights Plan to Deter Hostile Takeover

RADIO ONLINE | Thursday, February 22, 2024

Cumulus Media

In a filing with the SEC, Cumulus Media has unveiled a strategy known as a "poison pill" to deter a potential aggressive acquisition by a Singapore-based firm led by the billionaire responsible for significant changes at the traditional media outlet Sports Illustrated. Cumulus put into effect a shareholder rights plan, starting now and set to end on February 20, 2025.

The initiative is designed to protect the company's shareholders due to the significant purchase of its stocks by Renew Group Private Ltd. Renew Group acquired a significant stake in Audacy in August.

Cumulus Media's new shareholder rights plan will grant one right per share of Class A and Class B common stock as of March 4. These rights will activate if any entity acquires 15% or more of Cumulus's Class A common stock, allowing other shareholders to purchase additional shares at a discount, thereby diluting the potential acquirer's share.

Cumulus Chairman of the Board Andrew Hobson emphasized the necessity of the rights plan to protect shareholder interests, ensuring fair treatment in any takeover attempts and preventing control acquisition without offering a fair premium to all shareholders. Cumulus intends to maintain open communication with its investors, including Renew Group.

The SEC filing details that on February 21, 2024, Cumulus Media's Board of Directors adopted the rights plan, distributing rights related to both Class A and Class B common stock, effective March 4. The plan penalizes any person or group acquiring 15% or more of the company's Class A common stock without board approval, with detailed provisions for the issuance, exercisability, and potential consequences for acquiring persons under the rights plan, which will expire on February 20, 2025 unless redeemed or exchanged earlier.