The Boards of Capital Radio and GWR have agreed the terms of an all-share merger to create the UK’s largest commercial radio group.
The Merged Group will own one national and 55 local analogue radio stations, 93 digital radio stations and will reach approximately 18 million listeners representing 36 per cent. of the UK commercial radio audience.
Based on the latest published financial results for both companies, the Merged Group will have combined turnover of £243 million, combined EBITDA of £53 million and combined PBT of £40 million. The Merger is conditional on regulatory approval.
DMGT and the Directors of GWR who hold in aggregate approximately 35.1 per cent of GWR’s issued share capital have given undertakings to accept the Merger Offer. DMGT has confirmed that it is very supportive of the Merger and that it is its current intention that, should the Merger be implemented, it will remain a shareholder in the Merged Group for the foreseeable future.
Based on the current issued share capital of the two companies, Capital Radio shareholders will hold 52 per cent. and GWR shareholders will hold 48 per cent. of the issued share capital of the Merged Group.
Based on Closing Prices as at 17 September 2004, the last trading day before the announcement that Capital Radio and GWR were in merger discussions, the Merged Group’s combined market capitalisation would have been approximately £711 million.