Dial Global, a division of Triton Media Group, LLC, and Westwood One, Inc. (NASDAQ: WWON), today announced a definitive agreement to merge in a stock for stock transaction. The new entity will remain listed on NASDAQ. The transaction is expected to close in the fourth quarter of 2011, subject to customary closing conditions and expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act.
The combination of assets of Dial Global and Westwood One creates a diverse radio programming, services and advertising sales company, enhancing the array of products and services provided to radio stations and national advertisers. In addition, the merged entity will expand national advertising sales representation to independent content producers and networks.
“This transaction brings together a highly complementary portfolio of programming assets that will better serve our clients and customers,” said Spencer Brown, David Landau and Ken Williams co-CEO’s of Dial Global. “We will focus on utilizing the combined company’s expanded content and sales platform to enhance the services and value we offer to our current and future clients.”
Rod Sherwood, President of Westwood One, commented, “We are excited about this merger and the benefits it will bring to our customers by complementing our existing portfolio of sports, talk, news, music and entertainment programming. Our employees have worked hard to create a diverse portfolio of assets that, when combined with Dial Global, will better serve our clients.”
Neal Schore, President and CEO of Triton Media Group, stated, “Following the contemplated merger, we will continue to work closely with Dial Global, as well as the entire industry to develop innovative technologies that will help the radio industry continue to evolve. Triton Media Group will focus exclusively on operating our remaining division, Triton Digital, which is the leading digital platform company for the radio industry.”
Kirkland & Ellis acted as legal advisor to Dial Global. Moelis & Company and Skadden Arps Slate Meagher & Flom LLP acted as financial advisor and legal advisor, respectively, to Westwood One. Berenson & Company rendered a fairness opinion, while General Electric Capital Corporation, ING Capital LLC and Macquarie Capital have committed to provide debt financing in support of the transaction.
Triton Media Group is a portfolio company of funds managed by Oaktree Capital Management, L.P. Westwood One is a portfolio company of The Gores Group, LL