CUMULUS MEDIA INC CMLS

election_required = True...res directly to the Depositary would not only avoid the payment of brokerage commissions, but also would avoid any applicable Odd Lot discounts in a sale of the holder’s shares. Any Odd Lot Holder wishing to tender all shares held pursuant to the Offer should complete the section entitled “Odd Lots” in the Letter of Transmittal and, if applicable, in the Notice of Guaranteed Delivery. 2. Purpose of the Offer; Certain Effects of the Offer; Other Plans Purpose of the Offer. We believe that the repurchase of shares is consistent with our long-term goal of maximizing stockholder value. Our management and Board have evaluated our operations, strategy and expectation...

expiry = 2006-06-14...Up to 11,500,000 Shares of its Class A Common Stock At a Per Share Purchase Price Not Less Than $11.00 nor Greater Than $12.50 by Cumulus Media Inc. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDAY, JUNE 14, 2006, UNLESS THE OFFER IS EXTENDED. Cumulus Media Inc., a Delaware corporation (“Cumulus,” “we,” or “us”), is offering to purchase up to 11,500,000 shares of its Class A Common Stock, $.01 par value per share (the “Class A Common Stock”), at a...

listed = True...ffer. The Offer is conditioned upon a minimum number of shares being tendered as well as other important conditions, including the receipt by us of debt financing on terms and conditions satisfactory to us. See Section 7, “Conditions of the Offer.” The shares are listed on the NASDAQ National Market under the symbol “CMLS.” On May 9, 2006, the last full trading day before we announced our intention to make the Offer, the closing price of the Class A Common Stock on the NASDAQ National Market was $11.56 per share. On May 16, 2006, the last full trading day before we commenced the Offer, the closing price of the Class A Common Stock on the NASDAQ N...

listed = True...y and through its investment in Cumulus Media Partners, will own or operate 345 radio stations in 67 U.S. media markets. The Company’s headquarters are in Atlanta, Georgia, and its web site is www.cumulus.com. Cumulus Media Inc. shares of Class A Common Stock are traded on the NASDAQ National Market under the symbol CMLS. All inquires regarding the tender offer should be directed to the information agent, MacKenzie Partners, Inc., by calling (800) 322-2885. For additional information about Cumulus, contact: Marty Gausvik, Cumulus Media Inc. (404) 949-0700. - 2 -

mechanism = DUTCH...ased pursuant to the Purchase Agreement, that is greater than $200.0 million. See Section 11. What will be the purchase price for the shares and what will be the form of payment? We are conducting the Offer for the shares through a procedure commonly called a modified “Dutch auction.” This procedure enables you to select the price (in multiples of $0.25), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $11.00 to $12.50 per share. We will select the lowest Purchase Price that will enable us to purchase 11.5 million shares or, if a lesser number of s...

mechanism = DUTCH...lus Will Also Repurchase 5.0 Million Shares of Class B Common Stock from Affiliates of Bank of America Corporation at the Tender Offer Purchase Price Atlanta, Georgia – June 23, 2006 – Cumulus Media Inc. (NASDAQ: CMLS) announced today the final results of its modified “Dutch auction” tender offer which expired at midnight, New York City Time, on June 14, 2006. In the tender offer, Cumulus offered to purchase for cash up to 11,500,000 million shares of its Class A Common Stock at a per share purchase price not less than $11.00 nor greater than $12.50. Cumulus has accepted for purchase 11,500,000 shares at the per sha...

must_tender_all = True...we will not be obligated to purchase any shares. If more than 11.5 million shares are tendered, all shares tendered at or below the Purchase Price will be purchased on a pro rata basis, except for “odd lots” (lots held by stockholders of less than 100 shares who tender all of their shares), which will be purchased on a priority basis, and conditional tenders whose condition was not met, which will not be purchased. We also expressly reserve the right to purchase additional shares constituting up to 2% of the outstanding shares of Class A Common Stock, and could decide to purchase more shares, subject to applicable legal r...

price = USD 11.0-12.5...ed “Dutch auction.” This procedure enables you to select the price (in multiples of $0.25), within a price range specified by us, at which you are willing to sell your shares. The price range for the Offer is $11.00 to $12.50 per share. We will select the lowest Purchase Price that will enable us to purchase 11.5 million shares or, if a lesser number of shares are validly tendered, all shares that are validly tendered and not validly withdra...

price = USD 11.5...shares of its Class A Common Stock at a per share purchase price not less than $11.00 nor greater than $12.50. Cumulus has accepted for purchase 11,500,000 shares at the per share purchase price of $11.50 per share, for a total price of approximately $132.3 million, in accordance with the terms and conditions of the tender offer. A final count by Computershare Trust Company of New York, the depositary for the tender offer, indicat...

threshold = 100...xcept as described in Section 6, and all shares tendered by the stockholder will be returned promptly after the Expiration Date at our expense. 4 Odd Lots. The term “Odd Lots” means all shares tendered at prices at or below the Purchase Price by a stockholder who owns beneficially or of record a total of fewer than 100 shares (such stockholder, an “Odd Lot Holder”) and so certified in the appropriate place on the Letter of Transmittal and, if applicable, on the Notice of Guaranteed Delivery. To qualify for the priority preference for Odd Lots, an Odd Lot Holder must tender all shares owned in accordance with the procedures described in Section 3, “Procedures...

txn_type = TENDER_OFFEREX-99.(A)(1)(A) 2 g01506iexv99wxayx1yxay.htm EX-99.(A)(1)(A) OFFER TO PURCHASE EX-99.(A)(1)(A) OFFER TO PURCHASE Exhibit(a)(1)(A) OFFER TO PURCHASE FOR CASH Up to 11,500,000 Shares of its Class A Common Stock At a Per Share Purchase Price Not Less Than $11.00 nor Greater Than $12.50 by Cumulus Media Inc. THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT, NEW YORK CITY TIME, ON WEDNESDA...

txn_type = TENDER_OFFER...he “Class A Common Stock”), at a price not less than $11.00 nor greater than $12.50 per share (such per share purchase price, the “Purchase Price”), net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase, dated May 17, 2006 (the “Offer to Purchase”), and the related Letter of Transmittal (the “Letter of Transmittal”) which, together with any amendments or supplements to either, collectively constitute the “Offer.” This Amendment is intended to satisfy the reporting requirements of Rule 13e-4(c)(3) of the Securities Exchange Act of 1934,...

txn_type = TENDER_OFFEREX-99.(A)(1)(L) 2 g02163exv99wxayx1yxly.htm EX-99.(A)(1)(L) PRESS RELEASE DATED 6-23-06 EX-99.(A)(1)(L) PRESS RELEASE DATED 6-23-06 Exhibit (a)(1)(L) For Release 8:59 a.m. Eastern Time, June 23, 2006 CUMULUS MEDIA INC. ANNOUNCES FINAL RESULTS OF DUTCH AUCTION TENDER OFFER Cumulus Will Also Repurchase 5.0 Million Shares of Class B Common Stock from Affiliates of Bank of America Corporation at the Tender Offer Purchase Price Atlanta, Georgia – June 23, 2006 – Cumulus Media Inc. (NASDAQ: CMLS) announced today the final results of its modified “Dutch auction” tender offer which expired at midnight, New York C...