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CBS Outdoor Announces Satisfaction of Regulatory Approval Closing Condition for Its Acquisition of Van Wagner Assets

OUT

CBS Outdoor Americas Inc. (NYSE: CBSO) today announced that it satisfied the regulatory approval closing condition with respect to the Company’s previously announced acquisition of certain outdoor advertising businesses from Van Wagner Communications, LLC.

As previously announced on July 21, 2014, the Company entered into a definitive agreement to acquire certain outdoor advertising businesses from Van Wagner Communications, LLC for $690 million in cash. The acquisition remains subject to other closing conditions, and is now expected to close in the fourth quarter of 2014.

Cautionary Statement Concerning Forward-Looking Statements

The Company has made statements in this press release that are forward-looking statements within the meaning of the federal securities laws, including the Private Securities Litigation Reform Act of 1995. You can identify forward-looking statements by the use of forward-looking terminology such as “expect” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions relating to the proposed acquisition of certain outdoor advertising businesses from Van Wagner Communications, LLC (the “Acquired Business”). Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods that may be incorrect or imprecise and may not be able to be realized. The Company does not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements: declines in advertising and general economic conditions; government regulation; the closing conditions of the proposed acquisition of the Acquired Business may not be satisfied in the expected timeframe or at all; integrating the Acquired Business may be more difficult, costly or time consuming than expected and the anticipated benefits and cost savings of the acquisition may not be fully realized; unknown risks inherent in the acquisition, or certain assumptions with respect to the Acquired Business that may prove to be inaccurate; the Company expects to incur significant additional indebtedness to finance the acquisition, which may limit its operating flexibility and opportunities; termination of the purchase agreement to acquire the Acquired Business could negatively impact the Company and the price of its common stock; dependence on the Company’s management team and advertising executives; complying with real estate investment trust (“REIT”) requirements may cause the Company to liquidate investments or forgo otherwise attractive opportunities; the Company’s ability to contribute certain contracts to a taxable REIT subsidiary (“TRS”); failure to meet the REIT income tests as a result of receiving non-qualifying rental income; even if the Company qualifies to be taxed as a REIT, and it sells assets, it could be subject to tax on any unrealized net built-in gains in the assets held before electing to be treated as a REIT; the Internal Revenue Service may deem the gains from sales of the Company’s outdoor advertising assets to be subject to a 100% prohibited transaction tax; and other factors described in our filings with the Securities and Exchange Commission (the “SEC”), including but not limited to the sections entitled “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2014 and in our prospectus filed with the SEC on July 7, 2014. All forward-looking statements in this press release apply as of the date of this press release or as of the date they were made and, except as required by applicable law, the Company disclaims any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors of new information, data or methods, future events or other changes.

About CBS Outdoor Americas Inc.

CBS Outdoor (NYSE: CBSO) is one of the largest out-of-home media companies in the Americas and has a major presence in top markets throughout the United States, Canada, Mexico and South America. With traditional billboard and transit outdoor advertising properties, and a network of digital displays, CBS Outdoor gives advertisers both breadth and depth of audience across key geographies, as well as immersive ways to connect with increasingly mobile consumers. For more information, visit www.cbsoutdoor.com.


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