Cumulus to go Private

[Bob Loblaw]

Lew Dickey, Merrill Lynch To Take Cumulus Private

CUMULUS is going private in a $1.3 billion deal by which LEW DICKEY and an affiliate of MERRILL LYNCH GLOBAL PRIVATE EQUITY will buy out stockholders for $11.75/share. The price represents a 40.4% premium over the closing price on FRIDAY. The company's board has already approved the merger agreement.

"I am extremely pleased to be partnering with MERRILL LYNCH GLOBAL PRIVATE EQUITY in this transaction," said DICKEY, who will continue as Chairman, President and CEO of the Company after the merger. "This transaction represents an important chapter in our company’s history. We strongly believe in this industry and in the long-term opportunities to grow the business. I look forward to working closely with our talented team and our new partners to build upon our success."

The transaction is expected to close in early 2008, financed by equity contributed by LEW DICKEY, brother JOHN (EVP/Co-COO), other DICKEY family members, and MERRILL LYNCH, as well as debt financing from MERRILL LYNCH. The DICKEYS and stockholders affiliated with BANC OF AMERICA CAPITAL INVESTORS have contractually agreed to vote their shares of CUMULUS common stock in favor of the deal or any better deal approved by the board. Third parties have 45 days to submit competing bids. MERRILL LYNCH AND CO. acted as financial advisor for the investors, with JONES DAY and DEBEVOISE AND PLIMPTON LLP acting as legal advisors for the investor group. CREDIT SUISSE SECURITIES (USA) LLC acted as financial advisor to the special committee, with SUTHERLAND ASBILL AND BRENNAN LLP and RICHARDS, LAYTON AND FINGER, P.A. acting as legal advisors to the special committee.