Done Deal: CBS, Viacom To Merge

CBS and Viacom, two of the world’s leading entertainment companies, today announced they have entered into a definitive agreement to combine in an all-stock merger, creating a combined company with more than $28 billion in revenue.

The combined company, ViacomCBS Inc., will be a leading global, multiplatform, premium content company, with the assets, capabilities and scale to be one of the most important content producers and providers in the world. The combined company will be a scale player globally, with leadership positions in markets across the U.S., Europe, Latin America and Asia. This includes the largest television business in the U.S., with the highest share of broadcast and cable viewing across all key audience demographics, and strength in every key category, including News, Sports, General Entertainment, Pop Culture, Comedy, Music and Kids – making it a first-choice partner to distributors and advertisers. In addition, the combined company will possess a portfolio of fast-growing direct-to-consumer platforms, including both subscription and ad-supported offerings.

It will also include a major Hollywood film studio, Paramount Pictures, which has been a producer and global distributor of filmed entertainment for more than a century and continues to be a global box office driver. Taken together, these distinct strengths will accelerate CBS and Viacom’s ability to deliver an array of compelling content to important and diverse audiences across both traditional and emerging platforms around the world.

Bob Bakish, President and Chief Executive Officer, Viacom, will become President and Chief Executive Officer of the combined company.

Bakish said: “Today marks an important day for CBS and Viacom, as we unite our complementary assets and capabilities and become one of only a few companies with the breadth and depth of content and reach to shape the future of our industry. Our unique ability to produce premium and popular content for global audiences at scale – for our own platforms and for our partners around the world – will enable us to maximize our business for today, while positioning us to lead for years to come. As we look to the future, I couldn’t be more excited about the opportunities ahead for the combined company and all of our stakeholders – including consumers, the creative community, commercial partners, employees and, of course, our shareholders.”

Joe Ianniello, President and Acting Chief Executive Officer, CBS, will become Chairman and CEO of CBS.

Ianniello, who will oversee all CBS-branded assets in his new role, said: “This merger brings an exciting new set of opportunities to both companies. At CBS, we have outstanding momentum right now – creatively and operationally – and Viacom’s portfolio will help accelerate that progress. I look forward to all we will do together as we build on our ongoing success. And personally, I am pleased to remain focused on CBS’s top priority – continuing our transformation into a global, multiplatform, premium content company.”

Shari Redstone, Vice Chair of the Boards of Directors, CBS and Viacom, said: “I am really excited to see these two great companies come together so that they can realize the incredible power of their combined assets. My father once said ‘content is king,’ and never has that been more true than today.

"Through CBS and Viacom’s shared passion for premium content and innovation, we will establish a world-class, multiplatform media organization that is well-positioned for growth in a rapidly transforming industry. Led by a talented leadership team that is excited by the future, ViacomCBS’s success will be underpinned by a commitment to strong values and a culture that empowers our exceptional people at all levels of the organization.”


Earlier 6am posting...

CBS Corp. and Viacom Inc. are in the final stages of negotiating a deal that would reunite mogul Sumner Redstone’s media empire in the hopes of creating a more formidable competitor to the entertainment industry’s giants.

The Wall Street Journal reports the two sides are still working out details, including the stock exchange ratio for the transaction but have narrowed it down to a range of between 0.59 and 0.60 CBS share for each Viacom share, according to people familiar with the matter. That ratio would value Viacom slightly below its market value as of Friday, which was about $12 billion. As a result, CBS shareholders would own more of the combined company than CBS’s share price would imply.

The exchange ratio is crucial because it determines the price of a merger in an all-stock deal, such as the one under discussion between CBS and Viacom.

CBS shares closed 1.5% lower on Monday, while Viacom shares fell 4.9% after WSJ reported on the potential price range.

The last time the two companies explored a merger, CBS and Viacom discussed an exchange ratio of about 0.61. Those talks were derailed when CBS sued National Amusements Inc., which controls both CBS and Viacom. The two sides reached a settlement in September.