Investigation Overview
After Cumulus Media Inc. announced that it has entered into a merger agreement to purchase Citadel Broadcasting Corporation an investigation on behalf of investors of CITADEL BROADCASTING CP A (PINK:CDELA) and CP B (PINK:CDELB) concerning the potential unfairness of the takeover and possible breaches of fiduciary duty was announced.
The investigation by a law firm concerns whether certain directors and officers at CITADEL BROADCASTING or others breached or will breach their fiduciary duties in connection with proposed merger between Citadel Broadcasting Corporation and Cumulus Media Inc. (NASDAQ: CMLS).
On March 10, 2011, Cumulus Media Inc. (NASDAQ: CMLS) announced it has entered into a merger agreement to purchase Citadel Broadcasting Corporation, under which Cumulus Media Inc. would acquire all of the outstanding common stock and warrants of Citadel at a price of $37.00 per share. This consideration is payable in cash and shares of Cumulus stock, and values Citadel as an enterprise at approximately $2.4 billion.
In response to the takeover news CITADEL BROADCASTING CP A (PINK:CDELA) shares rose from $34 on March 4 to $35.80 on March 10,2011, and CITADEL BROADCASTING CP B (Public, PINK:CDELB) shares increased from $34.50 on March 7 to $37.37 on March 10,2011. .
However the investigation monitors and concerns whether Citadel Broadcasting Board of Directors undertook an adequate and fair sales process to obtain the maximized consideration for all shareholders of Citadel Broadcasting Corporation(PINK:CDELA or PINK:CDELB) and breached their fiduciary duties to Citadel Broadcasting Corp. (PINK:CDELA CDELB) shareholder by failing to adequately shop the Company before entering into this transaction. The investigation concerns also whether Cumulus Media Inc would underpay for PINK:CDELA and PINK:CDELB shares, thus unlawfully harming Citadel Broadcasting Corp (OTC: CDELA.PK, CDELB.PK) investors. A potential class action lawsuit would seek to maximize the amount of money and information for Citadel Broadcasting shareholders would receive in a buyout, so the law firm.