Open main menu

Proposed 2019 merger of CBS and Viacom

The proposed 2019 merger of CBS Corporation and Viacom Inc. to form ViacomCBS was announced on August 13, 2019.[1] The merger would reunite CBS and Viacom after their separation in January 2006.

CBS Corporation logo
Viacom logo
The logos of CBS Corporation and Viacom

BackgroundEdit

The original Viacom was created in 1952 as the television syndication division of CBS, and was spun off in 1971. In 1999, Viacom acquired its former parent, by this time also named CBS Corporation (formerly Westinghouse Electric). In January 2006, Viacom was spun off into two entities, CBS Corporation and the present-day Viacom.

HistoryEdit

Early information (September 2016–August 2019)Edit

On September 29, 2016, National Amusements sent a letter to the company and CBS Corporation, encouraging the two companies to merge back into one company.[2] On December 12, the deal was called off.[3]

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after the planned merger of AT&T-Time Warner and Disney's proposed acquisition of 21st Century Fox assets were announced. Viacom and CBS also faced heavy competition from companies such as Netflix and Amazon.[4] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate.[5] Viacom and Lionsgate were both interested in acquiring The Weinstein Company.[6] Following the Weinstein effect, Viacom was listed as one of 22 potential buyers that were interested in acquiring The Weinstein Company.[6] They have lost the bid, and on March 1, 2018, it was announced that Maria Contreras-Sweet will acquire all of TWC's assets for $500 million.[7][8]

On March 30, 2018, CBS made an all-stock offer slightly below Viacom's market value, and insisting that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the re-combined company. Viacom rejected the offer as being too low, requesting an increase by $2.8 billion, and requesting that Robert Bakish be maintained as president and COO under Moonves. It was reported these conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.[9][10]

Eventually, on May 14, 2018, CBS Corporation sued its and Viacom's parent company National Amusements and accused Shari Redstone of abusing her voting power in the company and forcing a merger that was not supported by it or Viacom.[11][12] CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.[13]

On May 23, 2018, Les Moonves stated that he considered the Viacom channels to be an "albatross," and while he favors more content for CBS All Access, he believes that there are better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer, Lionsgate or Sony Pictures. Moonves also considered Bakish a threat because he does not want an ally of Shari Redstone as a board member of the combined company.[14]

On September 9, 2018, Les Moonves exited CBS after being accused by twelve women 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.[15]

On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June 2019. CBS's board of directors was revamped with people who are open to a merger, The re-merger was made possible with the resignation of Moonves (who opposed all attempts for a Viacom merger). The talks had started following rumors of CBS acquiring Starz from Lionsgate.[16] Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies.[17][18] CBS announced to acquire Viacom as part of the re-merger deal for up to $15.4 billion.[19]

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 Robert Bakish serving as the CEO of the combined company while the president and acting CEO of CBS, Joseph Ianniello, will oversee the CBS-branded assets.[20] On August 7, 2019, CBS and Viacom separately reported their quarterly earnings as the talks about the re-merger continued.[21][22]

On August 13, CBS and Viacom officially announced their merger; the combined company would be named ViacomCBS. Shari Redstone will also serve as chairwoman of the new company.[23][24]

Road to completion (August 2019–present)Edit

Upon the merger agreement, Viacom and CBS jointly announced that the transaction is expected to close by the end of 2019, pending regulatory and shareholder approvals.[24]

ReferencesEdit

  1. ^ https://www.foxbusiness.com/media/cbs-viacom-merger-agreement
  2. ^ "National Amusements Proposes Viacom, CBS Reunion, Cites "Substantial Synergies"". The Hollywood Reporter. Retrieved 2016-10-13.
  3. ^ "Shari Redstone withdraws CBS-Viacom merger proposal". Retrieved 2016-12-17.
  4. ^ Wang, Christine (2018-01-12). "Viacom, CBS shares surge after report Shari Redstone pursuing merge of companies". CNBC. Retrieved 2018-01-12.
  5. ^ "Lionsgate Ripe For Takeover As Amazon, Verizon and CBS-Viacom Emerge As Potential Suitors". Deadline. Retrieved 2018-01-19.
  6. ^ a b "Weinstein Co Talking to 22 Buyers, $300 Million Expected Price, Bob Weinstein Must Exit". October 26, 2017.
  7. ^ 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.
  8. ^ Chmielewski, Dawn C. (2018-03-02). "TWC Board, New York AG Confirm Maria Contreras-Sweet Group Has Acquired Weinstein Company Assets". Deadline. Retrieved 2018-03-02.
  9. ^ "Moonves vs. Redstone: Inside the Poisonous War for Control of CBS and Viacom". The Hollywood Reporter. Retrieved 2018-04-11.
  10. ^ Littleton, Cynthia (2018-04-11). "Could CBS-Viacom Strife Cause Leslie Moonves to Walk Away?". Variety. Retrieved 2018-04-11.
  11. ^ "CBS Sues Redstones' Firm in Escalation of Longstanding Fight". Bloomberg.com. 2018-05-14. Retrieved 2018-05-14.
  12. ^ Chmielewski, Dawn C. (2018-05-14). "National Amusements Fires Back At CBS Suit, Says It's "Outraged" By Allegations". Deadline. Retrieved 2018-05-14.
  13. ^ Chmielewski, Dawn C. (2018-05-14). "Verizon Expressed Interest In Acquiring CBS Before Viacom Talks Heated Up". Deadline. Retrieved 2018-05-26.
  14. ^ Bond, Paul (2018-05-23). "Behind Leslie Moonves' Crusade to Save CBS From Viacom". The Hollywood Reporter. Retrieved 2018-05-26.
  15. ^ Parker, Ryan (September 9, 2018). "Leslie Moonves Exits CBS After Being Accused of Sex Crimes, Violence by More Women". The Hollywood Reporter.
  16. ^ James, Meg (May 30, 2019). "CBS and Viacom merger negotiations expected to resume". Los Angeles Times. Retrieved 2019-06-02.
  17. ^ Munson, Ben (July 16, 2019). "CBS, Viacom set early August deadline for remerger agreement – report". FierceVideo. Retrieved 2019-07-20.
  18. ^ Littleton, Synthia (July 19, 2019). "CBS, Viacom Boards Wrestle With Post-Merger Management Decisions, Ending COO Role (EXCLUSIVE)". Variety. Retrieved 2019-07-20.
  19. ^ "How a Merged CBS-Viacom Could Try to Compete with Hollywood Giants". The Hollywood Reporter. July 19, 2019. Retrieved August 7, 2019.
  20. ^ "CBS, Viacom Reach Tentative Deal on Team to Lead Combined Company". The Wall Street Journal. Retrieved August 3, 2019.
  21. ^ Lafayette, Jon (August 7, 2019). "CBS-Viacom Deal Won't Make Deadline". Broadcasting Cable.
  22. ^ Bouma, Luke (August 7, 2019). "CBS & Viacom's Merger Announcement is Reportedly Delayed as Talks Continue". Cord Cutters News.
  23. ^ Szalai, George; Bond, Paul; Vlessing, Etan (August 13, 2019). "CBS, Viacom Strike Deal to Recombine". The Hollywood Reporter. Retrieved August 15, 2019.
  24. ^ a b "CBS and Viacom To Combine" (PDF). CBS. August 12, 2019.