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CBS Radio to merge with Entercom Communications, forming radio giant

CBS Radio will merge into Entercom Communications Corp in a deal announced Thursday by Entercom and CBS Corp.

The deal, subject to regulatory approvals and a vote by Entercom's board, is expected to close in the second half of the year. Operating under the Entercom brand, the combined company will have 244 stations, including four in Baltimore.

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CBS Radio owns Baltimore sports stations WJZ-AM 1300 and WJZ-FM 105.7 "The Fan," adult contemporary station WLIF-FM 101.9 and top 40 station WWMX-FM 106.5, according to the company's website.

Entercom does not own stations in Maryland.

Entercom President and CEO David J. Field will lead the combined company.

"These two great companies, with their impressive histories, complementary assets, and premier content and brands, are a perfect strategic and cultural fit, enabling us to deliver local connection on a national scale and drive accelerated growth," Field said in a statement. "We look forward to welcoming our talented new colleagues at CBS Radio, and we have the utmost respect for their significant contributions to the industry."

The merger will be executed through a what is known as a reverse Morris trust transaction, which will make it tax-free for CBS and its shareholders, the companies said.

Existing CBS shareholders will be allowed to exchange shares for CBS Radio shares. After the exchange, CBS Radio will merge with an Entercom subsidiary and CBS Radio shareholders will receive 72 percent of outstanding Entercom shares, about 105 million shares. Existing Entercom shareholders will own 28 percent of the combined company.

"This agreement is great for shareholders and achieves our previously stated objectives by separating our radio business in the best possible way," said CBS Corp. Chairman and CEO Leslie Moonves, in a statement. "Entercom is a superbly run company, and together with CBS Radio's powerful brands and remarkable people, we are creating an organization that will be even better positioned to succeed in this rapidly evolving media landscape."

The combined company has a pro forma revenue on a trailing 12 month basis of about $1.7 billion.

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