A special meeting of Entercom Communications shareholders has been set for Nov. 15 in Philadelphia that will likely serve as one of the final steps in Entercom’s Reverse Morris Trust-fueled merger with CBS Radio.
At the special session, set for 10am Eastern at Hotel Sofitel Philadelphia, Entercom shareholders will be asked to give their thumbs up to the issuance of Class A common stock in connection with the merger.
Shareholders will also be asked to approve an amendment and restatement of Entercom’s amended and restated articles of incorporation—a process that sees Entercom’s “Constitution Merger Sub Corp.” merger with CBS Radio and become a wholly owned subsidiary of Entercom.
This is a process directly tied to the Reverse Morris Trust process, which largely eliminates a significant amount of taxes and thus makes the transaction beneficial for the buyer.
Shareholders will also have the opportunity, on a “non-binding, advisory basis,” to voice their opinion on compensation for Entercom’s executive officers tied to the merger.
Entercom’s board of directors has unanimously approved the plan.
Meanwhile, the industry eagerly awaits the official announcement as to who is acquiring the required Entercom and CBS Radio divestitures in San Francisco, Sacramento and Boston.
As of Oct. 10, neither the Department of Justice nor the FCC had taken final action to approve the merger, Entercom noted in its “DEFM14A” filing with the SEC. “CBS intends to obtain the requisite approvals under the Hart-Scott-Rodino Act and from the FCC prior to the expiration date, as may be extended, of the exchange offer,” Entercom said.
