Viacom (VIA) Affirms Receipt of Letter from Redstone's National Amusements; Expects to Form Special Committee, Review Request

September 29, 2016 8:50 AM EDT

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Viacom Inc. (Nasdaq: VIAB)(Nasdaq: VIA) announced that its board of directors has received a letter from National Amusements requesting that it explore a potential combination of Viacom and CBS. The Company noted that National Amusements communicated that it is not willing to accept or support any acquisition of Viacom by a third party or any transaction that would result in National Amusements surrendering its controlling position in Viacom. National Amusements, directly and through subsidiaries, owns approximately 80% of the voting shares of both Viacom and CBS and approximately 10% of Viacom’s total common stock outstanding.

The Company expects that the Viacom board of directors will form a special committee of independent directors to carefully consider the request from National Amusements and any proposed transaction.

The full text of the letter received from National Amusements is set forth below:

September 29, 2016
Board of Directors
CBS Corporation
c/o Leslie Moonves (Chairman, President and CEO)
51 W. 52nd Street
New York, New York 10019
Board of Directors
Viacom Inc.
c/o Thomas May (Chairman)
I 515 Broadway
New York, New York 10036
Members of the Boards:
We believe that a combination of CBS and Viacom might offer substantial synergies that would allow the combined company to respond even more aggressively and effectively to the challenges of the changing entertainment and media landscape.
As a result, we would like both companies’ boards to consider a potential combination of the companies. Our tentative view is that the optimal structure would be an all-stock transaction in which the stockholders of each company would receive shares in the combined company of the same class as they currently hold.
We therefore request the board of each company take the appropriate steps to consider the proposed transaction. We believe that any transaction should be the result of full and fair deliberation and negotiation, and that any transaction would proceed only if it is approved by each board. None of Sumner M. Redstone, Shari E. Redstone or David R. Andelman will vote as directors on the consideration of this matter by either company’s board, and none will participate in any of the related deliberations.
To avoid any doubt, National Amusements is not willing to accept or support (i) any acquisition by a third party of either company or (ii) any transaction that would result in National Amusements surrendering its controlling position in either company or not controlling the combined company. We believe moving forward expeditiously, but with due care, is important and we are prepared to be of assistance to the two companies as they explore this possibility.
Thank you.
By: /s/ Sumner M. Redstone
Chief Executive Officer
By: /s/ Shari Redstone

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