Cumulus Whips Out The ‘Poison Pill’

• In a move designed to avoid a possible hostile takeover, Cumulus Media Inc. announced that its Board of Directors had adopted a limited-duration shareholder rights plan, informally referred to as “a poison pill” in response to the significant accumulation of Cumulus stock by Singapore-based Renew Group Private Ltd. (“The Group”), which currently owns 10.01% of Cumulus Media’s outstanding Class A shares and has further stated its intent to acquire 20% of the Company — however, Cumulus takes exception to the fact that, “The Group has investments in other media companies, including a sizeable holding in a direct competitor of Cumulus Media.”

“Given the facts, the Cumulus Board firmly believes it is necessary to adopt a limited-duration rights plan to protect the interests of all Cumulus shareholders,” said Andrew Hobson, Chairman of the Board. “The Rights Plan is intended to enable the Company’s shareholders to realize the long-term value of their investment, ensure that all shareholders receive fair and equal treatment in the event of any proposed takeover of the Company, and guard against tactics to gain control of the Company without paying all shareholders an appropriate premium for that control.” Hobson added, “Cumulus Media’s leadership maintains open dialogue with its investors, including the Group, and intends to continue that practice.”

The Rights Plan is effective immediately and will expire on February 20, 2025. The Board may consider an earlier termination of the Rights Plan if circumstances warrant.