Disney prepares for ABC Radio merger with Citadel


In preparation for next week's closing of the merger of ABC Radio into Citadel, Disney and Citadel announced some of the financial computations. For the 10-day measurement period that ended June 4th, the average closing stock price for Citadel was 8.47. Using this average closing price and based on the current number of Citadel shares of common stock deemed to be outstanding, the parties currently anticipate that (1) Disney (or one of its affiliates) will retain approximately 1.35 billion of cash, representing all of the proceeds of the debt that ABC Radio Holdings will assume prior to the spin-off and (2) the per share amount of the special cash distribution that Citadel will pay to its pre-merger stockholders will be approximately 2.46 per share. Those numbers are still subject to adjustment, but Disney and Citadel say they think they will stick.

As previously disclosed, the record date for Disney stockholders to receive ABC Radio Holdings common stock is Wednesday, June 6, 2007 and the record date for Citadel stockholders to receive the special cash distribution will be the second trading day prior to closing of the merger. Payment of the special cash distribution is conditioned on the completion of the merger and will be made immediately prior to the effective time of the merger. The parties still expect the merger to close on Tuesday, June 12th.