MUMBAI: The Walt Disney Company and Citadel Broadcasting Corporation have completed Disney’s spin-off of its wholly-owned subsidiary ABC Radio Holdings and its subsequent merger with a wholly-owned subsidiary of Citadel.
Prior to the spin-off, Disney transferred to ABC Radio Holdings its ABC Radio Business consisting of 22 large-market radio stations and the ABC Radio Network. The transaction did not include Disney’s ESPN Radio or Radio Disney network and station businesses.
As a result of the merger, ABC Radio Holdings has become a wholly-owned subsidiary of Citadel and Disney shareholders received one share of Citadel common stock in exchange for each whole share of ABC Radio Holdings received in the spin-off. An aggregate of 151,707,199 shares of Citadel common stock were issued to Disney shareholders in the merger.
As part of the transactions, Disney retained $1.35 billion of cash, representing all of the proceeds of the debt that ABC Radio Holdings incurred prior to the spin-off. In addition, prior to the merger, Citadel paid a special cash distribution of approximately $2.46 per share to its pre-merger shareholders who held Citadel common stock as of the record date of 8 June 2007.