CBS Outdoor Exchange Offer Oversubscribed - Quick Facts

(RTTNews) - CBS Corp. (CBS.A, CBS) announced that based on preliminary results, its previously announced offer to its shareholders to exchange their shares of CBS Class B common stock for up to 97 million shares of CBS Outdoor Americas Inc. (CBSO) common stock that are owned by CBS was oversubscribed. The exchange offer expired at 12:00 midnight, New York City time, on July 9, 2014.

As per the terms of the exchange offer, 2.1689 shares of CBS Outdoor common stock will be exchanged for each share of CBS Class B common stock accepted in the exchange offer.

According to the exchange agent, Wells Fargo Bank, N.A., about 304.09 million shares of CBS Class B common stock were tendered prior to the expiration of the exchange offer, including 100.15 million shares of CBS Class B common stock validly tendered and not validly withdrawn and 203.93 million shares of CBS Class B common stock that were tendered by notice of guaranteed delivery.

CBS said it has accepted about 44.72 million of the tendered shares in exchange for 97 million shares of CBS Outdoor common stock owned by CBS.

CBS noted that it accepted tendered shares of CBS Class B common stock on a pro rata basis in proportion to the total number of shares tendered and not validly withdrawn, due to the exchange offer was oversubscribed.

However, the company noted that shareholders who owned fewer than 100 shares of CBS Class B common stock, or an "odd lot," and who validly tendered all of their shares, will not be subject to proration in accordance with the terms of the exchange offer.

Based on the total number of shares of CBS Class B common stock reported to be tendered prior to the expiration of the exchange offer, it is estimated that approximately 14.6% of the tendered shares of CBS Class B common stock that are subject to proration will be exchanged, assuming all shares tendered by guaranteed delivery procedures are delivered under the terms of the exchange offer.

CBS expects to announce the final proration factor promptly following the expiration of the guaranteed delivery period, which is expected to occur on July 14, 2014.

Last month, CBS Corp. said that it planned to divest 81 percent stake in CBS Outdoor Americas Inc., which was spun-off in March this year by the media giant.

The New York-based television network planned to divest the 81 percent stake through an exchange offer that is expected to be tax-free for participating shareholders. CBS shareholders can exchange all, some or none of their shares of CBS Class B shares in CBS Outdoor at a 7 percent discount.