2019 merger of CBS and Viacom

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2019 merger of CBS and Viacom
CBS Corporation logo.svg
CBS Corporation logo before the merger
Viacom (Picton Blue).svg
Viacom logo before the merger
ViacomCBS (2019-2020).svg
ViacomCBS logo used from the merger until 2020
Initiator CBS Corporation
Target Viacom
Type Merger
CostUS$15.4 billion
InitiatedAugust 13, 2019
CompletedDecember 4, 2019
Resulting entityViacomCBS (now Paramount Global)

The 2019 merger of CBS Corporation and Viacom was announced on August 13, 2019, and was completed on December 4, 2019. The merger of equals reunited CBS Corporation and Viacom into a single company known as ViacomCBS (today known as Paramount Global) after their separation from the first incarnation of Viacom on December 31, 2005. Both companies were owned by the theater company National Amusements, which remains the owner of the merged entity.

Contents

Background

The evolution of Paramount
Paramount Global Logo.svg
1886 Westinghouse Electric Corporation is founded as Westinghouse Electric & Manufacturing Company
1912 Famous Players Film Company is founded
1913Lasky Feature Play Company is founded
1914 Paramount Pictures is founded
1916Famous Players and Lasky merge as Famous Players–Lasky and acquire Paramount
1927Famous Players–Lasky renamed to Paramount Famous Lasky Corporation; CBS is founded with investment from Columbia Records
1929Paramount acquires 49% of CBS
1930Paramount Famous Lasky Corporation renamed to Paramount Publix Corporation
1932Paramount sells back its shares of CBS
1934 Gulf+Western is founded as the Michigan Bumper Corporation
1935Paramount Publix Corporation renamed to Paramount Pictures
1936 National Amusements is founded as Northeast Theater Corporation
1938CBS acquires Columbia Records
1950 Desilu is founded and CBS distributes its television programs
1952CBS creates the CBS Television Film Sales division
1958CBS Television Film Sales renamed to CBS Films
1966Gulf+Western acquires Paramount
1967Gulf+Western acquires Desilu and renames it Paramount Television (now CBS Studios)
1968CBS Films renamed to CBS Enterprises
1970CBS Enterprises renamed to Viacom
1971Viacom is spun off from CBS
1987National Amusements acquires Viacom
1988CBS sells Columbia Records to Sony
1989Gulf+Western renamed to Paramount Communications
1994Viacom acquires Paramount Communications
1995Westinghouse acquires CBS
1997Westinghouse renamed to CBS Corporation
2000Viacom acquires UPN and CBS Corporation
2005 Viacom splits into second CBS Corporation and Viacom
2006CBS Corporation shuts down UPN and replaces it with The CW
2017CBS Corporation sells CBS Radio to Entercom (now Audacy)
2019CBS Corporation and Viacom re-merge as ViacomCBS
2022ViacomCBS renamed to Paramount Global
2024 Skydance Media and Paramount Global agree to merge

The first incarnation of Viacom was created in 1952 as the television syndication division of CBS; it was spun off in 1971. In 1999, Viacom acquired its former parent, then named CBS Corporation (formerly Westinghouse Electric). On December 31, 2005, the first Viacom was spun off into two entities, the second incarnations of CBS Corporation and Viacom.

History

Early discussions of a merger (September 2016–September 2018)

Efforts to re-merge the two conglomerates began on September 29, 2016, when National Amusements sent a letter to Viacom and CBS Corporation encouraging a re-merger of the two companies. [1] The proposal was later withdrawn on December 12 of that year. [2]

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after the merger plan of AT&T-Time Warner and Disney's acquisition of most 21st Century Fox assets were announced. Viacom and CBS Corporation also faced heavy competition from companies such as Netflix and Amazon. [3] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate. [4] Viacom and Lionsgate were both interested in acquiring The Weinstein Company (TWC). [5] Following the Weinstein effect, Viacom was listed as one of 22 potential buyers that were interested in acquiring TWC. [5] They lost the bid, and on March 1, it was announced that Maria Contreras-Sweet would acquire all of TWC's assets for $500 million. [6] [7]

On March 30, 2018, CBS Corporation made an all-stock offer slightly below Viacom's market value, insisting that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the re-combined company. Viacom rejected the offer as too low, requesting a $2.8 billion increase and that Bob Bakish be maintained as president and COO under Moonves. These conflicts had resulted from Shari Redstone seeking more control over CBS Corporation and its leadership. [8] [9]

Eventually, on May 14, 2018, CBS Corporation sued its and Viacom's parent company National Amusements and accused Redstone of abusing her voting power in the company and forcing a merger that was not supported by it or Viacom. [10] [11] CBS Corporation also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders. [12]

On May 23, 2018, Les Moonves explained that he considered the Viacom channels to be an "albatross," and while he favored more content for CBS All Access (now Paramount+), he believed that there were better deals for CBS Corporation than the Viacom deal, such as Metro-Goldwyn-Mayer (MGM), Lionsgate Films or Sony Pictures. Moonves also considered Bakish a threat because he did not want an ally of Redstone as a board member of the combined company. [13]

Talks following Les Moonves's resignation (September 2018–August 2019)

On September 9, 2018, Les Moonves exited CBS Corporation following multiple accusations of sexual assault. National Amusements agreed to make no proposal of a CBS Corporation-Viacom merger for at least two years after the date of the settlement. [14]

On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June. CBS Corporation's board of directors was revamped with people who were open to merging; the re-merger was made possible with the resignation of Moonves, who had opposed all merger attempts. The talks had started following rumors of CBS Corporation acquiring Starz from Lionsgate. [15] Reports said that CBS Corporation and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies. [16] [17] CBS Corporation announced its plan to acquire Viacom as part of the re-merger deal for up to $15.4 billion. [18]

On August 2, 2019, it was reported that CBS Corporation and Viacom agreed to merge back into one entity. Both companies came to an agreement on the management team for the merger, with Bob Bakish serving as CEO of the combined company with president and acting CEO of CBS Corporation, Joseph Ianniello, overseeing CBS Corporation-branded assets. [19] On August 7, CBS Corporation and Viacom separately reported their quarterly earnings as the talks about the re-merger continued. [20] [21]

Completion (August 2019–December 2019)

On August 13, 2019, CBS Corporation and Viacom officially announced their merger; the combined company was named ViacomCBS ; Shari Redstone serves as the chairwoman of the new company. [22] [23] [24] Upon the merger agreement, Viacom and CBS Corporation jointly announced they expected the transaction to close by the end of 2019, pending regulatory and shareholder approvals. [24] Such mergers require approval by the Federal Trade Commission (FTC). [24]

On October 28, 2019, the merger was approved by National Amusements, which then announced the deal would close in early December; the recombined company will trade its shares on NASDAQ under the symbols "VIAC" and "VIACA" after CBS Corporation delisted its shares on the New York Stock Exchange (NYSE). [25] [26] On November 25, 2019, Viacom and CBS Corporation announced that the merger would close on December 4, and its shares began to trading on NASDAQ on December 5. [27] [28] The merger officially closed on December 4, 2019. [29]

Affected assets

Divested

See also

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References

  1. ↑ Szalai, George (September 29, 2016). "National Amusements Proposes Viacom, CBS Reunion, Cites "Substantial Synergies"". The Hollywood Reporter. Retrieved October 13, 2016.
  2. ↑ "Shari Redstone withdraws CBS-Viacom merger proposal". CNBC. December 12, 2016. Retrieved December 17, 2016.
  3. ↑ Wang, Christine (January 12, 2018). "Viacom, CBS shares spike after report Shari Redstone pursuing merge of companies". CNBC. Retrieved January 12, 2018.
  4. ↑ Busch, Anita; Chmielewski, Anita (January 17, 2019). "Lionsgate Ripe For Takeover As Amazon, Verizon and CBS-Viacom Emerge As Potential Suitors". Deadline Hollywood. Retrieved January 19, 2018.
  5. 1 2 "Weinstein Co Talking to 22 Buyers, $300 Million Expected Price, Bob Weinstein Must Exit". The Wrap. October 26, 2017. Retrieved October 26, 2017.
  6. ↑ Ryan Faughnder (March 1, 2018). "Former Obama administration official has reached a deal to buy Weinstein Co. assets". Los Angeles Times . Retrieved March 2, 2018.
  7. ↑ Chmielewski, Dawn (March 2, 2018). "TWC Board, New York AG Confirm Maria Contreras-Sweet Group Has Acquired Weinstein Company Assets". Deadline Hollywood. Retrieved March 2, 2018.
  8. ↑ "Moonves vs. Redstone: Inside the Poisonous War for Control of CBS and Viacom". The Hollywood Reporter. Retrieved April 11, 2018.
  9. ↑ Littleton, Cynthia (April 11, 2018). "Could CBS-Viacom Strife Cause Leslie Moonves to Walk Away?". Variety. Retrieved April 11, 2018.
  10. ↑ "CBS Takes Redstones to Court as Hopes Fade for a Viacom Deal". Bloomberg.com. May 14, 2018. Retrieved May 14, 2018.
  11. ↑ Chmielewski, Dawn C. (May 14, 2018). "National Amusements Fires Back At CBS Suit, Says It's "Outraged" By Allegations". Deadline. Retrieved May 14, 2018.
  12. ↑ Chmielewski, Dawn C. (May 14, 2018). "Verizon Expressed Interest In Acquiring CBS Before Viacom Talks Heated Up". Deadline. Retrieved May 26, 2018.
  13. ↑ Bond, Paul (May 23, 2018). "Behind Leslie Moonves' Crusade to Save CBS From Viacom". The Hollywood Reporter. Retrieved May 26, 2018.
  14. ↑ Parker, Ryan (September 9, 2018). "Leslie Moonves Exits CBS After Being Accused of Sex Crimes, Violence by More Women". The Hollywood Reporter.
  15. ↑ James, Meg (May 30, 2019). "CBS and Viacom merger negotiations expected to resume". Los Angeles Times. Retrieved June 2, 2019.
  16. ↑ Munson, Ben (July 16, 2019). "CBS, Viacom set early August deadline for remerger agreement – report". FierceVideo. Retrieved July 20, 2019.
  17. ↑ Littleton, Synthia (July 19, 2019). "CBS, Viacom Boards Wrestle With Post-Merger Management Decisions, Ending COO Role (EXCLUSIVE)". Variety. Retrieved July 20, 2019.
  18. ↑ "Shari Redstone's Vision of a Merged CBS-Viacom Begins to Take Shape". The Hollywood Reporter . July 19, 2019. Retrieved August 7, 2019. CBS' plan to acquire Viacom for up to $15.4 billion could be announced Aug. 8, giving its controlling shareholder the ability to leverage IP like 'Star Trek' across film and TV to better compete with Disney, Netflix and the rest.
  19. ↑ "CBS, Viacom Reach Tentative Deal on Team to Lead Combined Company" . The Wall Street Journal . August 2, 2019. Retrieved August 3, 2019.
  20. ↑ Lafayette, Jon (August 7, 2019). "CBS-Viacom Deal Won't Make Deadline". Broadcasting Cable.
  21. ↑ Bouma, Luke (August 7, 2019). "CBS & Viacom's Merger Announcement is Reportedly Delayed as Talks Continue". Cord Cutters News.
  22. ↑ Gasparino, Charles; Moynihan, Lydia (August 13, 2019). "CBS, Viacom agree to merge, forming a $28B entertainment firm". Fox Business. Retrieved August 13, 2019.
  23. ↑ Szalai, George; Bond, Paul; Vlessing, Etan (August 13, 2019). "CBS, Viacom Strike Deal to Recombine". The Hollywood Reporter . Retrieved August 15, 2019.
  24. 1 2 3 "CBS and Viacom To Combine" (PDF). CBS. August 12, 2019. Archived from the original (PDF) on August 13, 2019.
  25. ↑ Steinberg, Brian (October 28, 2019). "Viacom, CBS Set to Merge in Early December". Variety . Retrieved October 28, 2019.
  26. ↑ Weprin, Alex (October 29, 2019). "Viacom-CBS Merger Now Expected to Close in 'Early December'". Billboard . Retrieved October 29, 2019.
  27. ↑ "CBS Corporation and Viacom Inc. Announce Expected Closing Date of Merger". Business Wire. November 25, 2019. Retrieved November 26, 2019.
  28. ↑ "CBS and Viacom Reveal December Merger Date - Mark Your Calendars". November 25, 2019.
  29. ↑ Weprin, Alex (December 4, 2019). "Bob Bakish's Memo to ViacomCBS Staff: Merger "A Historic Moment"". The Hollywood Reporter . Retrieved December 4, 2019.
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