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POSSIBLE ENTERCOM ABC MERGE

Entercom CEO David Field revealed this morning that his company is one of several actively pursuing ABC Radio's station group and outlined a scenario that would have Entercom combining with the ABC Radio group should ABC parent Disney select Entercom as the winning bidder.

"If Disney ultimately elects to engage in a transaction involving this operation, we believe it represents an attractive growth opportunity for Entercom, but only if the terms and condition of the deal make sense for our shareholders," Field said during this morning's Q3 earnings conference call.

Noting Disney's concerns about tax considerations, Field said, "One possible structure would involve a merger in which Disney shareholders would receive a majority of the outstanding shares of Entercom and a majority of the voting structure of Entercom. We would also lever the resulting balance sheet of the combined company at a higher level than Entercom's current level."

While Field's scenario sounded well-thought-out, he said no deal is yet in place. He also acknowledged that Entercom considered buying Susquehanna Radio (purchased earlier this week by Cumulus) but ultimately decided it wasn't the right move.

"We have a long history of not participating in potential transactions that don't make sense for our shareholders," said Field. "We believe smart, prudent acquisitions can lead to great rewards for shareholders, but concluded the Susquehanna transaction did not generate sufficient value to Entercom shareholders."
 
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