September 6, 2013 (Shareholders Foundation) - An investigation on behalf of investors, who currently hold shares of Dial Global Inc (OTCMKTS:DIAL) shares, was announced concerning whether the takeover of Dial Global Inc by Cardinals Merger Corporation, a wholly-owned subsidiary of Cumulus Media Inc. for $0.155 per OTCMKTS:DIAL share is unfair to Dial Global stockholders.
The investigation by a law firm concerns whether certain officers and directors of Dial Global Inc breached their fiduciary duties owed OTCMKTS:DIAL investors in connection with the proposed acquisition.
On August 30, 2013 Dial Global Inc (OTCMKTS:DIAL) announced that Dial Global and Cardinals Merger Corporation, a wholly-owned subsidiary of Cumulus Media Inc. , have entered into an agreement and plan of merger. Under the terms of the agreement, each outstanding share of common stock of the Company will be converted into the right to receive $0.155.
However, given that certain stockholders holding approximately 90% of the Company's common stock entered already into a written consent approving the merger, the investigation concerns whether the Dial Global Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Furthermore, given that at least one analyst has set the high target price for shares of Dial Global Inc (OTCMKTS:DIAL) at $1.00 per share and that shares of Dial Global Inc jumped on August 30, 2013, to $1.00 in the open market., the investigation concerns whether the $0.155-offer is unfair to OTCMKTS:DIAL stockholders.
Dial Global Inc reported that its annual Total Revenue rose from $94.14 million to $239.02 million.
On Sept. 6, 2013, shares of Dial Global Inc (OTCMKTS:DIAL) closed at $0.180 per share.