Initiator | CBS Corporation |
---|---|
Target | Viacom |
Type | Merger |
Cost | US$15.4 billion |
Initiated | August 13, 2019 |
Completed | December 4, 2019 |
Resulting entity | ViacomCBS (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.
1912 | Famous Players Film Company is founded by Adolph Zukor |
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1913 | Lasky Feature Play Company is founded by Jesse Lasky |
1914 | Paramount Pictures is founded as a film distributor by W. W. Hodkinson |
1916 | Famous Players & Lasky merge as Famous Players–Lasky and acquire Paramount. |
1920 | Group W forms with the launch of KDKA-AM |
1927 | CBS is founded; Famous Players–Lasky assumes Paramount's name |
1929 | Paramount buys 49% of CBS |
1932 | Paramount sells back shares of CBS. |
1950 | Desilu is founded & CBS distributes its television programs |
1952 | CBS creates the CBS Television Film Sales division |
1958 | CBS Television Film Sales renamed to CBS Films |
1966 | Gulf+Western buys Paramount |
1968 | Gulf+Western acquires Desilu and renames it Paramount Television; CBS Films becomes CBS Enterprises |
1970 | CBS Enterprises renamed to Viacom |
1971 | Viacom is spun off from CBS as a separate company |
1985 | Viacom buys full ownership of Showtime & MTV Networks |
1986 | National Amusements buys Viacom |
1989 | Gulf+Western renamed to Paramount Communications |
1994 | Viacom acquires Paramount Communications |
1995 | Westinghouse buys CBS |
1997 | Westinghouse renamed to CBS Corporation |
2000 | Viacom buys CBS Corporation |
2001 | Viacom buys BET Networks |
2005 | Viacom splits into second CBS Corporation and Viacom |
2019 | CBS Corporation and Viacom re-merge to form ViacomCBS |
2022 | ViacomCBS changes its name to Paramount Global |
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.
Efforts to re-merge the two conglomerates began on September 29, 2016, when National Amusements sent a letter to Viacom and CBS 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 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 and its leadership. [8] [9]
Eventually, on May 14, 2018, CBS 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 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 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]
On September 9, 2018, Les Moonves exited CBS following multiple accusations of sexual assault. National Amusements agreed to make no proposal of a CBS-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'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 acquiring Starz from Lionsgate. [15] Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies. [16] [17] CBS announced 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 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, Joseph Ianniello, overseeing CBS-branded assets. [19] On August 7, CBS and Viacom separately reported their quarterly earnings as the talks about the re-merger continued. [20] [21]
On August 13, 2019, CBS and Viacom officially announced their merger; the combined company is named ViacomCBS ; Shari Redstone serves as the chairwoman of the new company. [22] [23] [24] Upon the merger agreement, Viacom and CBS 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 delist its shares on the New York Stock Exchange (NYSE). [25] [26] On November 25, 2019, Viacom and CBS 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]
Paramount Pictures Corporation is an American film and television production and distribution company and the namesake division of Paramount Global. It is the sixth-oldest film studio in the world, the second-oldest film studio in the United States, and the sole member of the "Big Five" film studios located within the city limits of Los Angeles.
Miramax LLC, also known as Miramax Films, is an American film and television production and distribution company founded on December 19, 1979, by Bob and Harvey Weinstein, and based in Los Angeles, California. Today, it is owned by beIN Media Group and Paramount Global.
Showtime is an American premium television network and the flagship property of Showtime Networks, a sub-division of the Paramount Media Networks division of Paramount Global. Showtime's programming includes theatrically released motion pictures, original television series, boxing and mixed martial arts matches, occasional stand-up comedy specials, and made-for-TV movies.
The second incarnation of Viacom Inc. was an American multinational mass media and entertainment conglomerate with interests primarily in film and television. It was established on December 31, 2005, as one of two companies which succeeded the original Viacom, alongside the second CBS Corporation. The controlling shareholder of both companies was National Amusements, a theater company headed by businessman Sumner Redstone. The split was structured so that the original Viacom changed its name to CBS Corporation and spun out its cable and film interests as a new Viacom.
Sumner Murray Redstone was an American billionaire businessman and media magnate. He was the founder and chairman of the second incarnation of Viacom, chairman of CBS Corporation, and the majority owner and chairman of the National Amusements theater chain.
National Amusements, Inc. is an American privately owned movie theater operator and mass media holding company incorporated in Maryland and based in Norwood, Massachusetts.
Major film studios are production and distribution companies that release a substantial number of films annually and consistently command a significant share of box office revenue in a given market. In the American and international markets, the major film studios, often known simply as the majors or the Big Five studios, are commonly regarded as the five diversified media conglomerates whose various film production and distribution subsidiaries collectively command approximately 80 to 85% of U.S. box office revenue. The term may also be applied more specifically to the primary motion picture business subsidiary of each respective conglomerate.
Paramount Media Networks is an American mass media division of Paramount Global that oversees the operations of many of its television channels and online brands. Its related international division is Paramount International Networks.
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Dimension Films is an American film and television production and distribution company owned by Lantern Entertainment. It was formerly used as Harvey and Bob Weinstein's label within Miramax, which was acquired by The Walt Disney Company on June 30, 1993, and it later became a part of The Weinstein Company (TWC) from 2005 until 2018. The company produces and releases independent films and genre titles, specifically horror and science fiction films.
CBS Studios, Inc. is an American television production company which is a subsidiary of CBS Entertainment Group unit of Paramount Global. It was formed on January 17, 2006, by CBS Corporation as CBS Paramount (Network) Television, as a renaming of the original incarnation of the Paramount Television studio.
Lions Gate Entertainment Corporation, doing business as Lionsgate, is a Canadian-American global mass media and entertainment company. Originally a Canadian company, it was formed by Frank Giustra on July 10, 1997, domiciled in Vancouver, British Columbia, and is currently headquartered in Santa Monica, California. In addition to its flagship Lionsgate Films division, its other divisions include Lionsgate Television and Lionsgate Interactive. It owns a variety of subsidiaries such as Summit Entertainment, Entertainment One, Debmar-Mercury, and Starz Inc.
The second incarnation of CBS Corporation was an American multinational media company with interests primarily in commercial broadcasting, publishing, and television production. It was formed on December 31, 2005, as the legal successor of the original Viacom, following the spin-off of the second incarnation of Viacom; both CBS Corporation and the second Viacom were controlled by National Amusements, a theater company owned by billionaire Sumner Redstone.
The Weinstein Company, LLC was an American independent film studio, founded in New York City by Bob and Harvey Weinstein on March 10, 2005. TWC was one of the largest mini-major film studios in North America as well as in the United States. However, the firing of Harvey Weinstein following allegations of sexual harassment and rape against him, as well as financial troubles that followed, led to the company's decline. The studio eventually declared bankruptcy in February 2018, with independent studio Lantern Entertainment acquiring a majority of its film library and assets. Co-founder and chief executive Bob Weinstein previously owned a small stake in the company.
Paramount Television Studios is the television arm of American film studio Paramount Pictures, a division of Paramount Global, founded on March 4, 2013, by Viacom following an emerging vigorous business with the technological expansion of television via streaming services. Paramount also recognized that television could give them little to fall back on when films fail, except for studio stage rentals.
Shari Ellin Redstone is an American media executive. She currently serves as the non-executive chairwoman of Paramount Global and president of National Amusements, and is a former vice chairperson of CBS Corporation and Viacom. Through National Amusements, Redstone and her family are majority owners of CBS, Comedy Central, BET, Showtime Networks, Nickelodeon, MTV and the film studio Paramount Pictures.
MGM+, formerly known as Epix, is an American premium cable and satellite television network owned by the MGMPlus Entertainment subsidiary of Metro-Goldwyn-Mayer (MGM), which is itself a subsidiary of Amazon MGM Studios. The channel's programming consists of recent and older theatrically released motion pictures, original television series, documentaries, and music and comedy specials.
The original incarnation of Viacom Inc. was an American mass media and entertainment conglomerate based in New York City. It began as CBS Television Film Sales, the broadcast syndication division of the CBS television network in 1952; it was renamed CBS Films in 1958, renamed CBS Enterprises in 1968, renamed Viacom in 1970, and spun off into its own company in 1971. Viacom was a distributor of CBS television series throughout the 1970s and 1980s, and also distributed syndicated television programs. The company went under Sumner Redstone's control in 1987 through his cinema chain company National Amusements.
Robert Marc Bakish is an American business executive. He has been president and CEO of Paramount Global since December 4, 2019, formerly holding the same position at Viacom before the merger with CBS Corporation.
Paramount Global is an American multinational mass media and entertainment conglomerate controlled by National Amusements and headquartered at One Astor Plaza in Midtown Manhattan in New York City. The company was formed on December 4, 2019, as ViacomCBS Inc. through the merger of the second incarnations of CBS Corporation and Viacom. The company changed its name to Paramount Global on February 16, 2022, the day after its Q4 earnings presentation.
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.