Aug 13, 2019

“Together, we have the opportunity to be one of the few companies positioned to shape the future of the entertainment industry.”

I’m writing today to share some big news. We just announced an agreement to merge with CBS, bringing together our two great companies to create a leading global, multiplatform, premium content powerhouse.

This merger comes with a lot of expectation, but it also comes with what I believe is a rare and exciting opportunity. Together, we have the opportunity to be one of the few companies positioned to shape the future of the entertainment industry.

With this agreement, we bring together the most storied studio in Hollywood, a portfolio of brands that have shaped culture for nearly four decades, a broadcast powerhouse rightfully called “The Tiffany Network,” a major force in consumer publishing with Simon & Schuster, and Showtime, a premium brand that consistently pushes the boundaries of storytelling. Between us, we also boast one of the most innovative, diversified collections of digital assets in the industry. Make no mistake, together we aren’t just bigger – we are much, much better.

Our combined company – which will be called ViacomCBS – will have a library of content with incredible breadth and depth, and a reinforced capability to produce premium and popular content at scale. We’ll have greater reach, strengthening our position with advertising and distribution partners. We will have an extended portfolio of direct-to-consumer products — both ad-supported and subscription-based — that will accelerate our growth. And we’ll be able to build on our leadership positions in the US, UK, Australia, Argentina and India for continued global expansion.

"Both of our companies share a passion for creating premium content and a commitment to innovating through a rapidly shifting media landscape."

Bob Bakish

President and CEO of Viacom

Very importantly to me, CBS and Viacom are also a great fit. The CBS team is incredibly talented, with distinct expertise that has propelled the company’s continued leadership in broadcast, D2C and beyond.  And, both of our companies share a passion for creating premium content and a commitment to innovating through a rapidly shifting media landscape.

I’m honored to say that I will be leading the combined company as President and CEO. Christa D’Alimonte will serve as EVP, General Counsel and Secretary. Christina Spade, who is currently EVP and CFO of CBS, will serve as EVP and CFO of the combined company.  Joe Ianniello – currently President and Acting CEO of CBS – will serve as Chairman and CEO of CBS, overseeing the CBS-branded assets.

Combining our companies will be a joint effort. Over time, we expect there will be opportunities to bring our teams together with our peers at CBS, so we can begin identifying ways to work together and learn from each other.

In short, I’m very excited to begin working with CBS.  Together, we can better maximize our business today, while ensuring we lead the industry tomorrow.

This is a big step forward for all of us at Viacom, and I’m so grateful for all that Viacom employees have done to get us here. Despite changes in our company and the industry — as well as the continued speculation of a potential merger — they’ve focused. They’ve executed. And, they’ve delivered, which makes us a much stronger company than we were just a few years ago.

One change we already know will happen is that Wade Davis will depart in connection with the closing of the transaction, as we’ve determined there isn’t a senior operating role at the corporate level of the merged company that would be consistent with the full breadth of his experience, expertise and the scope of his current role at Viacom.

Wade has been one of Viacom’s most vocal and passionate champions, playing a critical role for the company in helping to develop and successfully execute our strategy to evolve Viacom for the future. In addition to managing our global financial functions, corporate development, investor relations, data science and technology services, over the past two years he has spearheaded important strategic growth initiatives, including most recently the creation of Advanced Marketing Solutions, which was the engine that returned us to Domestic Ad Sales growth, as well as the acquisition, integration and management of Pluto TV, which helped us establish a leadership position in the DTC marketplace. We’re so grateful for his many contributions, and that he’ll be with us through the closing of the deal.

Please check out Viacom.com/merger for further details.

 

This note was originally published as an email to employees and has been edited slightly for the sake of external clarity.

 

 

 

 

 

 

 

  1. Important Information About the Transaction and Where To Find It: In connection with the proposed transaction, CBS Corp. (“CBS”) and Viacom Inc. (“Viacom”) will file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a joint consent solicitation statement of CBS and Viacom and that will also constitute a prospectus of CBS.  CBS and Viacom may also file other documents with the SEC regarding the proposed transaction.  This document is not a substitute for the joint consent solicitation statement/prospectus or registration statement or any other document which CBS or Viacom may file with the SEC.  INVESTORS AND SECURITY HOLDERS OF CBS AND VIACOM ARE URGED TO READ THE REGISTRATION STATEMENT, WHICH WILL INCLUDE THE JOINT CONSENT SOLICITATION STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS.  Investors and security holders may obtain free copies of the registration statement on Form S-4 (when available), which will include the joint consent solicitation statement/prospectus, and other documents filed with the SEC by CBS and Viacom through the website maintained by the SEC at www.sec.gov or by contacting the investor relations department of CBS (+1-212-975-4321 or +1-877-227-0787; investorrelations@CBS.com) or Viacom (+1-212-846-6700 or +1-800-516-4399; investor.relations@Viacom.com).
  2. Participants in the Solicitation: CBS and Viacom and their respective directors and executive officers may be deemed to be participants in the solicitation of consents in respect of the proposed transaction. Information regarding CBS’ directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in CBS’ Form 10-K for the fiscal year ended December 31, 2018 and its proxy statement filed on April 12, 2019, both of which are filed with the SEC.  Information regarding Viacom’s directors and executive officers, including a description of their direct interests, by security holdings or otherwise, is contained in Viacom’s Form 10-K for the fiscal year ended September 30, 2018 and its proxy statement filed on January 25, 2019, both of which are filed with the SEC. A more complete description and information regarding directors and executive officers will be included in the registration statement on Form S-4 or other documents filed with the SEC when they become available. These documents (when available) may be obtained free of charge from the SEC’s website at www.sec.gov.
  3. No Offer or Solicitation: This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.  No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
  4. Cautionary Notes on Forward-Looking Statements: This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,” similar expressions and variations or negatives of these words.  Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof.  These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all.  Important risk factors that may cause such a difference include, but are not limited to: (i) the proposed transaction may not be completed on anticipated terms and timing, (ii) a condition to closing of the transaction may not be satisfied, including obtaining regulatory approvals, (iii) the anticipated tax treatment of the transaction may not be obtained, (iv) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the transactions, (v) potential litigation relating to the proposed transaction that could be instituted against CBS, Viacom or their respective directors, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (vii) any negative effects of the announcement, pendency or consummation of the transactions on the market price of CBS’ or Viacom’s common stock and on CBS’ or Viacom’s operating results, (viii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (ix) the risks and costs associated with the integration of, and the ability of CBS and Viacom to integrate, the businesses successfully and to achieve anticipated synergies, (x) the risk that disruptions from the proposed transaction will harm CBS’ or Viacom’s business, including current plans and operations, (xi) the ability of CBS or Viacom to retain and hire key personnel and uncertainties arising from leadership changes, (xii) legislative, regulatory and economic developments, (xiii) the other risks described in CBS’ and Viacom’s most recent annual reports on Form 10-K and quarterly reports on Form 10-Q, and (xiv) management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the joint consent solicitation statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the proposed transaction.  While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties.  Unlisted factors may present significant additional obstacles to the realization of forward-looking statements.  Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on CBS’ or Viacom’s consolidated financial condition, results of operations, credit rating or liquidity.  Neither CBS nor Viacom assumes any obligation to publicly provide revisions or updates to any forward looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
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