Cumulus Media SC TOI Issuer tender offer statement | CMLS 17 May 06

Exhibit(a)(1)(E)

OFFER TO PURCHASE FOR CASH

Cumulus Media Inc.

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

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.

To Our Clients:

Enclosed for your consideration are the Offer to Purchase, dated May 17, 2006 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Cumulus Media Inc., a Delaware corporation (“Cumulus”), to purchase up to 11,500,000 shares of its Class A Common Stock, $.01 par value per share (“Class A Common Stock”), at a price not less than $11.00 nor greater than $12.50 per share, net to the seller in cash, without interest. The offer is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Unless the context requires otherwise, all references herein to “shares” refer to shares of Class A Common Stock.

On the terms and subject to the conditions of the Offer, Cumulus will select the lowest Purchase Price (as defined in the Offer to Purchase) that will allow it to purchase 11,500,000 shares, or, if a lesser number of shares are validly tendered, all shares that are validly tendered and not validly withdrawn, except that if less than 2,875,000 million shares are tendered, Cumulus will not be obligated to purchase any shares. All shares acquired in the Offer will be acquired at the same Purchase Price regardless of whether a stockholder tenders any shares at a lower price.

Only shares validly tendered at prices at or below the Purchase Price, and not validly withdrawn, will be purchased. However, because of the “odd lot” priority, proration and conditional tender offer provisions described in the Offer to Purchase, all of the shares tendered may not be purchased if more than the number of shares sought by Cumulus are validly tendered. Shares not purchased in the Offer will be returned at the expense of Cumulus promptly following the expiration of the Offer.

Subject to certain limitations and legal requirements, Cumulus reserves the right, in its sole discretion, to purchase more than 11,500,000 shares pursuant to the Offer.

The Offer is conditioned upon a minimum number of shares being tendered as well as other important conditions, including the receipt by Cumulus of debt financing on terms and conditions satisfactory to Cumulus.See Section 7 of the Offer to Purchase.

We are the owner of record of shares held for your account. As such, we are the only ones who can tender your shares, and then only pursuant to your instructions.We are sending you the Letter of Transmittal for your information only; you cannot use it to tender the shares we hold for your account.

Please instruct us as to whether you wish us to tender any or all of the shares we hold for your account on the terms and subject to the conditions of the Offer.

Please note the following:


	1. You may tender your shares at prices not less than $11.00 nor greater than $12.50 per share, as indicated in the attached Instruction Form, net to you in cash, without interest.


	2. You should consult with your broker or other financial or tax advisor on the possibility of designating the priority in which your shares will be purchased in the event of proration.

	3. The Offer is conditioned upon a minimum number of shares being tendered as well as other important conditions, including the receipt by Cumulus of debt financing on terms and conditions satisfactory to Cumulus, in an amount sufficient to, among other things, purchase shares tendered in the Offer, to purchase shares of Class B Common Stock pursuant to the Purchase Agreement (each as defined in the Offer to Purchase) and to pay related fees and expenses. See Section 7 of the Offer to Purchase.

	4. The Offer, proration period and withdrawal rights will expire at 12:00 midnight, New York City time, on Wednesday, June 14, 2006, unless Cumulus extends the Offer.

	5. The Offer is for a minimum of 2,875,000 shares and up to 11,500,000 shares, constituting approximately 6.0% and 24.1%, respectively, of the total number of outstanding shares of Class A Common Stock as of May 9, 2006.

	6. Tendering stockholders who are registered stockholders or who tender their shares directly to Computershare Trust Company of New York, the Depository for the Offer, will not be obligated to pay any brokerage commissions or fees to Cumulus or the Dealer Managers, solicitation fees, or, except as set forth in the Offer to Purchase and the Letter of Transmittal, stock transfer taxes on Cumulus’ purchase of shares under the Offer.

	7. If you wish to tender portions of your shares at different prices, you must complete a separate Instruction Form for each price at which you wish to tender each such portion of your shares. We must submit separate Letters of Transmittal on your behalf for each price you will accept for each portion tendered.

	8. If you are a stockholder who owns beneficially or of record a total of fewer than 100 shares (an “Odd Lot Holder”) and you instruct us to tender on your behalf all such shares at or below the Purchase Price before the expiration of the Offer and complete the section captioned “Odd Lots” on the attached Instruction Form, Cumulus, on the terms and subject to the conditions of the Offer, will accept all such shares for purchase before proration, if any, of the purchase of other shares validly tendered at or below the Purchase Price and not validly withdrawn.

	9. If you wish to condition your tender upon the purchase of a minimum number of shares tendered or upon Cumulus’ purchase of a specified minimum number of the shares which you tender, you may elect to do so and thereby avoid possible proration of your tender. Cumulus’ purchase of shares from all tenders that are so conditioned will be determined by random lot. To elect such a condition, complete the section captioned “Conditional Tender” in the attached Instruction Form.

If you wish to have us tender any or all of your shares, please so instruct us by completing, executing, detaching and returning to us the attached instruction form. If you authorize us to tender your shares, we will tender all your shares unless you specify otherwise on the attached Instruction Form.

Your prompt action is requested. Your Instruction Form should be forwarded to us in ample time to permit us to submit a tender on your behalf before the expiration of the Offer. Please note that 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.

The Offer is being made solely under the Offer to Purchase and the related Letter of Transmittal and is being made to all record holders of shares. The Offer is not being made to, nor will tenders be accepted from or on behalf of, holders of shares residing in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

Instruction Form

With Respect to

Offer to Purchase for Cash

Cumulus Media Inc.

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

The undersigned acknowledge(s) receipt of your letter and the enclosed Offer to Purchase, dated May 17, 2006 (the “Offer to Purchase”), and the related Letter of Transmittal (which, together with any amendments or supplements thereto, collectively constitute the “Offer”), in connection with the offer by Cumulus Media Inc., a Delaware corporation (“Cumulus”), to purchase up to 11,500,000 shares of its Class A Common Stock, $.01 par value per share (“Class A Common Stock”), at a price not less than $11.00 nor greater than $12.50 per share, net to the seller in cash, without interest. The Offer is subject to the terms and conditions set forth in the Offer to Purchase and the related Letter of Transmittal. Unless the context requires otherwise, all references herein to “shares” refer to shares of Class A Common Stock.

The undersigned hereby instruct(s) you to tender to Cumulus the number of shares indicated below or, if no number is indicated, all shares you hold for the account of the undersigned, at the price per share indicated below, on the terms and subject to the conditions of the Offer.

Number of shares to be tendered: shares.

THE UNDERSIGNED IS TENDERING SHARES AS FOLLOWS (CHECK ONLY ONE BOX):

(1) SHARES TENDERED AT PRICE DETERMINED BY STOCKHOLDER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking ONE of the following boxes below INSTEAD OF THE BOX UNDER “Shares Tendered at Price Determined Pursuant to the Offer,” the undersigned hereby tenders shares at the price checked. This action could result in none of the shares being purchased if the Purchase Price (as defined in the Offer to Purchase) for the shares is less than the price checked below.A STOCKHOLDER WHO DESIRES TO TENDER SHARES AT MORE THAN ONE PRICE MUST COMPLETE A SEPARATE NOTICE OF GUARANTEED DELIVERY AND/ OR LETTER OF TRANSMITTAL FOR EACH PRICE AT WHICH SHARES ARE TENDERED. The same shares cannot be tendered, unless previously validly withdrawn as provided in Section 4 of the Offer to Purchase, at more than one price.

PRICE (IN DOLLARS) PER SHARE AT WHICH SHARES

ARE BEING TENDERED

o $11.00

o $11.25

o $11.50

o $11.75

o $12.00

o $12.25

o $12.50

(2) SHARES TENDERED AT PRICE DETERMINED PURSUANT TO THE OFFER (SEE INSTRUCTION 5 OF THE LETTER OF TRANSMITTAL)

By checking the box below INSTEAD OF ONE OF THE BOXES UNDER “Price (in Dollars) Per Share at which Shares are Being Tendered,” the undersigned hereby tenders shares at the Purchase Price, as the same shall be determined in accordance with the terms of the Offer.


	o	The undersigned wants to maximize the chance of having Cumulus purchase all of the shares the undersigned is tendering (subject to the possibility of proration). Accordingly, by checking this box instead of one of the price boxes above, the undersigned hereby tenders shares and is willing to accept the Purchase Price determined in accordance with the terms of the Offer. This action could result in receiving a price per share as low as $11.00.

CHECK ONLY ONE BOX UNDER (1) OR (2) ABOVE. IF MORE THAN ONE BOX IS CHECKED ABOVE, THERE IS NO VALID TENDER OF SHARES.

ODD LOTS

(See Instruction 14 of the Letter of Transmittal)

To be completed only if shares are being tendered by or on behalf of a person owning, beneficially or of record, an aggregate of fewer than 100 shares. The undersigned either (check one box):


	o	Is the beneficial or record owner of an aggregate of fewer than 100 shares, all of which are being tendered; or

	o	Is a broker, dealer, commercial bank, trust company, or other nominee that (a) is tendering for the beneficial owner(s), shares with respect to which it is the record holder, and (b) believes, based upon representations made to it by the beneficial owner(s), that each such person is the beneficial owner of an aggregate of fewer than 100 shares and is tendering all of such person’s shares.

In addition, the undersigned is tendering shares either (check one box):


	o	at the Purchase Price, as the same will be determined in accordance with the terms of the Offer (persons checking this box need not indicate the price per share above); or

	o	at the price per share indicated above in the section captioned “Price (in Dollars) Per Share at which Shares are Being Tendered.”

CONDITIONAL TENDER

(See Instruction 13 of the Letter of Transmittal)

A tendering stockholder may condition his or her tender of shares upon Cumulus purchasing a specified minimum number of the shares tendered, all as described in Section 6 of the Offer to Purchase. Unless at least that minimum number of shares you indicate below is purchased by Cumulus pursuant to the terms of the Offer, none of the shares tendered will be purchased.It is the tendering stockholder’s responsibility to calculate that minimum number of shares that must be purchased if any are purchased and each stockholder is urged to consult his or her own tax advisor with respect to his or her particular situation. Unless this box has been checkedand a minimum specified, your tender will be deemed unconditional.


	o	The minimum number of shares that must be purchased, if any are purchased, is: shares.

If, because of proration, the minimum number of shares will not be purchased, Cumulus may accept conditional tenders by random lot, if necessary. However, to be eligible for purchase by random lot, the tendering stockholder must have tendered all of his or her shares and checked the appropriate box below:


	o	The tendered shares represent all shares of Class A Common Stock held by the undersigned.

The method of delivery of this document is at the election and risk of the tendering stockholder. If delivery is by mail, then registered mail with return receipt requested, properly insured, is recommended. In all cases, sufficient time should be allowed to ensure timely delivery.

Cumulus’ Board of Directors has approved the Offer. However, neither Cumulus nor any member of its Board of Directors, nor the Dealer Managers or the Information Agent makes any recommendation to stockholders as to whether they should tender or refrain from tendering their shares or as to the purchase price or purchase prices at which they may choose to tender their shares. Stockholders must make their own decision as to whether to tender their shares and, if so, how many shares to tender and the purchase price or purchase prices at which their shares should be tendered. In doing so, stockholders should read carefully the information in the Offer to Purchase and in the related Letter of Transmittal, including Cumulus’ reasons for making the Offer. See Section 2 of the Offer to Purchase. Stockholders should discuss whether to tender their shares with their broker or other financial or tax advisor. Cumulus’ directors and executive officers have advised Cumulus that they do not intend to tender any shares owned by them in the Offer. See Section 11 of the Offer to Purchase.

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Cumulus Media (CMLS) SC TO-IIssuer tender offer statement