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Cumulus Says Deal to Purchase Citadel is Definite. Conference Call Monday.

March 10, 2011

Cumulus has officially announced it has entered into a definitive merger agreement to purchase Citadel Broadcasting Corporation, under which Cumulus would acquire all of the outstanding common stock and warrants of Citadel at a price of $37.00 per share. This consideration is payable in cash and shares of Cumulus stock, and values Citadel as an enterprise at approximately $2.4 billion. Citadel owns and operates 225 radio stations in over 50 markets and also operates the Citadel Media business, which is among the largest radio networks in the U.S.

The Cumulus quarterly conference call originally scheduled for February 28th was pushed back to March 14th so details of the deal could be ironed out. That call will take place Monday at 9AM. Cumulus' Chairman and CEO, Lew Dickey said  "this transaction provides us with a unique opportunity to leverage our proprietary operating systems and technology platform across a vastly expanded national footprint. We'll have the national scope and financial strength necessary to make critical investments in content and technology necessary to compete in today's rapidly evolving media landscape. I look forward to working together with our 4,000 new team members to build Cumulus into a dynamic and nationwide local media company."

Jeffrey Marcus, a Partner at Crestview Partners and former CEO of AMFM, Inc. said, "We are pleased to be partnering with Lew Dickey, who we know and respect, as well as his team of talented managers, to create this remarkable national radio platform which we believe will have the scale to effectively compete and, importantly, to invest in the local digital media marketplace."

As a result of the merger, each outstanding share of Citadel common stock will be converted into the right to receive, at the election of its holder (subject to certain limitations and adjustments as set forth in the merger agreement), (1) $37.00 in cash or (2) 8.525 shares of Cumulus common stock.

Completion of the merger is subject to certain customary closing conditions, including, among other things, approval of the Citadel stockholders, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and regulatory approval from the Federal Communications Commission.

Cumulus expects to complete the merger by the end of 2011.



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