Frequently Asked Questions About the CAC and AAM Merger

Tuesday, April 10, 2018

With unanimous support, the board of directors of Certified Audit of Circulations is recommending a merger with the Alliance for Audited Media. Read on to learn why the directors of CAC are supporting the merger, your role in the process and important dates.


Why is CAC merging with AAM?

The CAC board of directors is recommending a merger with AAM to keep audit rates low, guarantee comparable, verified news media data for buyers and enhance customer service. This is the final administrative step in a five-year process to merge CAC’s assets with AAM’s and will have no impact on CAC members’ day-to-day operations.

The merger will help maintain current CAC members’ fees and expenses by eliminating duplicative costs for business and compliance activities including board meetings, tax filings, state registration, legal fees, public accountant fees and more.

 

The media buyers and publishers of CAC’s board strongly support a merger with AAM. This is the natural progression of our relationship that will continue to provide buyers with the data they need to make informed decisions and ensure audit rates hold steady for publishers. We encourage CAC members to consider the benefits of the AAM relationship and vote in favor of the proposed merger.

Kathy Heatley, vice president, local publishing investment, Starcom Worldwide, and CAC board chairwoman

Is CAC changing its name? Logo?

CAC members may choose to use the CAC logo or the AAM logo on their reports.
 

What happens to CAC’s current board of directors?

As part of the merger, CAC’s board of directors will be replaced with a new advisory committee with a direct line of access to AAM’s board of directors to ensure that the community newspaper voice is heard on matters related to rules and data distribution.

 

As a newspaper member, why should I support this change?

For the last five years, CAC and AAM have been working together to integrate data, align rules and offer additional services. Those efforts have been successful and will continue. The merger will have no impact on CAC members’ day-to-day operations, but it will allow CAC and AAM to combine several costly administrative functions and maintain current CAC members’ fees and expenses.

 

A merger with AAM helps keep community news media top of mind for buyers looking to reach local targeted audiences. Eliminating duplicative business costs ensures audit rates remain affordable, a new committee ensures the community news media voice is heard, and buyers are guaranteed a continuous flow of verified news media data. It’s a win-win-win that is reflective of today’s news media industry.

Jason Hegna, revenue director, Shaw Media Group and CAC director

As a buyer member, why should I support this change?

Buyers value comparable, verified data in AAM’s Media Intelligence Center. An approved merger would ensure a continuous flow of fresh news media data to all buyers and allow the organizations to continue improving the enhancements made in the last five years, including:

  • Adding nearly 500 community newspapers to AAM’s Media Intelligence Center, significantly improving the amount of news media data available to more than 400 marketer and agency members.
  • Aligning rules and reporting requirements across the news media industry, making it easier for buyers to analyze and compare data.
  • Streamlining data filing using an online portal making it faster for publishers to submit data and add it to the Media Intelligence Center.
  • Increasing data visibility for news media organizations by adding circulation information to the direct data feeds sent to companies like Nielsen, SRDS, NSA Media, Novus and more.
  • Expanding access to new media assurance programs like AAM Brand View and Quality Certification.
     

How are CAC and AAM communicating about this change?

All CAC and AAM members were sent an email announcing the proposed merger. Information on how to vote and assign proxies will be sent to CAC and AAM members on April 11. An in-person meeting of CAC members will be held at 9 a.m. CT on May 16 at AAM’s office in Arlington Heights, Ill. CAC directors as well as AAM and CAC management will be available to answer questions before votes are cast.

AAM members will vote online.

In the meantime, CAC or AAM members with questions are encouraged to contact Bob Schweitzer, CFO, or Mark Wachowicz, EVP of Business Innovation, at 224-366-6939.

 

About the Vote

Why do CAC and AAM members have to vote?

The publisher and buyer members of each organization’s board of directors have offered their unanimous support of the merger. To formerly adopt the merger, a vote is required by both organizations’ memberships.

CAC is a not-for-profit corporation operating under the laws of the state of New jersey. In New Jersey, a merger agreement must be adopted at a meeting of CAC’s members which will take place at AAM’s office in Arlington Heights, Ill. on May 16.

AAM is a not-for profit corporation organized under the laws of Illinois, which require a merger agreement to be approved by a vote but does not require a meeting. AAM members will vote online.

At least 10 percent of the eligible membership must vote with two-thirds of the votes cast in favor of the merger for it to be approved.

 

Who gets to vote?

The member representative for each CAC and AAM publisher, advertiser and advertising agency will have the opportunity to cast the member’s vote.

 

How do CAC and AAM members cast their vote?

Member representatives at all eligible CAC member companies will receive a proxy statement in April. AAM member representatives will receive voting information by email. Ballots and proxies must be completed and returned to AAM by May 15 at 5 p.m. CT.

 

When will we know the results of the CAC and AAM member vote?

The results of the votes will be announced after the voting has been completed and tabulated in May.

 

What happens if the CAC and AAM members vote in favor of the merger?

Once approval is received, the final steps to merge the two organizations will begin immediately. We anticipate the legal merger to be completed in May. While the merger will take the important step of legally combining the two organizations, it will be seamless to CAC and AAM members with little outward impact on day-to-day operations.

 

What happens if CAC or AAM members vote against the merger?

If less than two thirds of the votes cast by either organization’s members are in favor of the proposed transaction, then CAC and AAM will remain separate entities as they are today.

 

Are CAC and AAM members required to vote?

A key benefit of belonging to a membership organization is participating and sharing your voice in the process. As a CAC and AAM member, you are strongly encouraged to vote and share your feedback. At least 10 percent of the eligible membership must vote with two-thirds of the votes cast in favor of the merger for it to be approved.

 

About CAC Newspaper Audits, Rules and Reports

Will the audit process for CAC newspapers change? Rules? Reports?

CAC newspaper audits, rules and reports will remain as they are today.

 

If the merger is approved, who will vote on new audit rules and reports?

The AAM board of directors will continue to vote on new audit rules and reports.

Community newspaper members will have a voice and a direct line of access to AAM’s board of directors via a new advisory committee to ensure their input on community news media rules and data distribution is heard.

 

Will my auditor change?

There will be no changes to auditors or daily contacts. Day-to-day operations will remain the same.

 

Will I still be considered a CAC member, or will I be an AAM member?

CAC members will be recognized as community newspapers in AAM’s membership.

 

Which logo will appear on CAC and AAM statements? Will CAC and AAM statements change at all?

CAC members may choose to use the CAC logo or the AAM logo on their reports. There will be no other changes to CAC members’ audits or reports.

AAM statements will not change.
 

Will this impact filing deadlines, audit periods or rules change?

There are no anticipated changes to audit periods, filing deadlines or rule changes.

 

Does this only affect news media members, advertisers and agencies? Is there any impact on magazines or business publications?

The AAM-CAC merger only impacts members in the news media and advertising industries. However, all AAM members, including consumer and business magazines, will have the opportunity to vote. 

 

What is the timeline for this process?

  • April 11 – Voting information mailed to CAC members and emailed to AAM members.
  • May 15 – Online voting for AAM members closes at 5 p.m. CT. Proxies for CAC members must be received by 5 p.m. CT.
  • May 16 – In-person meeting held for CAC members at AAM’s Arlington Heights office at 9 a.m.
  • Late May – Results announced.