ViacomCBS Announces Completion of the Merger of CBS and Viacom
Combination creates a leading, global premium content powerhouse
December 04, 2019 04:35 PM Eastern Standard Time
NEW YORK--ViacomCBS Inc. (Nasdaq: VIACA, VIAC) (“ViacomCBS”) today announced the completion of the merger between CBS Corporation and Viacom Inc. The combined company, which is renamed ViacomCBS, creates a premium content powerhouse with global scale, including leadership positions in markets across the U.S., Europe, Latin America and Asia.
“This is a historic moment that brings together two iconic companies to form one of the world’s most important content producers and providers,” said Bob Bakish, President and Chief Executive Officer of ViacomCBS. “Through the combination of CBS’s and Viacom’s complementary assets, capabilities and talented teams, ViacomCBS will create and deliver premium content for its own platforms and for others, while providing innovative solutions for advertisers and distributors globally. I am excited about the opportunity we have to serve our audiences, creative and commercial partners, and employees, while generating significant long-term value for our shareholders.”
Building on an extraordinary collection of culture-defining franchises and partnerships with creative talent around the world, ViacomCBS will be home to more than 140,000 premium TV episodes and 3,600 film titles, with global production capabilities and more than $13 billion in annual content investment. The company will account for 22% of TV viewership in the U.S. and hold the highest share of broadcast and cable viewing across key audience demographics, with strength in all categories, including News, Sports, General Entertainment, Pop Culture, Comedy, Music and Kids.
Through the strength and scale of these assets, ViacomCBS will be well-equipped to maximize the value of its content for its own platforms and for others, as it meets the growing global demand for third-party premium content. The company’s content scale will support a robust streaming strategy, including ViacomCBS’s own suite of advertising and subscription-based offerings. In addition, the company’s broad reach, extensive intellectual property portfolio and expertise in advanced marketing solutions will enable it to strengthen its partnerships with distributors and advertisers globally.
ViacomCBS Class A and Class B shares will begin trading on the Nasdaq Global Select Market on December 5, 2019 under the ticker symbols “VIACA” and “VIAC”, respectively.
As previously announced, as a result of the merger, each Viacom Class A share and Viacom Class B share converted into 0.59625 of a Class A share and Class B share of ViacomCBS, respectively. Holders of CBS Class A shares and CBS Class B shares will continue to own their existing shares, which are now shares of ViacomCBS.
ViacomCBS will have an attractive growth outlook, be positioned to deliver beneficial cost and revenue synergies and generate substantial free cash flow. This will sustain significant investment in programming and innovation, as well as support ViacomCBS’s commitment to a modest dividend payment. ViacomCBS will also benefit from a strong balance sheet, solid investment grade rating and a board and management team that are focused on creating shareholder value.
About ViacomCBS
ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV and Simon & Schuster, among others. The company delivers the largest share of the U.S. television audience and boasts one of the industry’s most important and extensive libraries of TV and film titles. In addition to offering innovative streaming services and digital video products, ViacomCBS provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.
For more information about ViacomCBS, please visit www.viacbs.com and follow @ViacomCBS on social platforms.
Cautionary Statement Concerning Forward-Looking Statements
This news release contains both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of section 27A of the Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934. These forward-looking statements are not based on historical facts, but rather reflect our current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause future results, performance or achievements to differ from those expressed or implied by these statements. These risks, uncertainties and other factors include, among others: following the recently completed merger, the CBS and Viacom businesses may not be integrated successfully or such integration may be more difficult, time consuming or costly than expected and may not achieve anticipated synergies; operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, suppliers or vendors may be greater than anticipated as a result of the merger; the potential impact of unforeseen liabilities, future capital expenditures, expenses or failure to achieve anticipated revenues, costs savings, earnings and synergies from the merger on our financial condition and the management, expansion and growth of our business; litigation related to the merger; potential adverse reactions or changes to business relationships resulting from the merger; the ability to retain and hire key personnel and the uncertainties associated with leadership changes; the risk that the market price for ViacomCBS common stock may be affected by the consummation of the merger and factors different from those that have historically affected CBS and Viacom common stock; the anticipated tax treatment of the merger may not be obtained; risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the merger; and other risks, uncertainties and factors described in our news releases and filings and Viacom’s and CBS’ filings with the Securities and Exchange Commission, including but not limited to Viacom’s Form 10-K for the fiscal year ended September 30, 2019, CBS’ Form 10-K for the fiscal year ended December 31, 2018 and their respective reports on Form 10-Q and Form 8-K subsequent to the filing of their annual reports on Form 10-K. The forward-looking statements included in this news release are made only as of the date of this news release, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. If applicable, reconciliations for any non-GAAP financial information are included in this news release or available on our website at ir.viacbs.com.
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From the ViacomCBS Newsroom:
BOB BAKISH: WELCOME TO VIACOMCBS
By Bob Bakish
"We have a rare and exciting opportunity to drive the future of our industry."
Thanks to the hard work of many, I’m thrilled to share that the merger of Viacom and CBS has closed, and ViacomCBS is now in business.
This is a historic moment, and it comes at exactly the right time. Demand has never been higher for content that engages, delights and informs. And that’s exactly what we deliver.
ViacomCBS brings together powerful consumer brands that have shaped media and entertainment since the dawn of the broadcast era. With this combination, we:
• Reunite CBS – America’s Most Watched Network – and Paramount Pictures, Hollywood’s longest-running film studio;
• Create a leading suite of pay-TV properties, including Showtime – a premium brand pushing the boundaries of storytelling – and iconic cable channels such as Nickelodeon, MTV, Comedy Central and BET;
• Expand a sizeable international operating footprint driven by top broadcast networks, including Telefe in Argentina, Channel 5 in the U.K., Network 10 in Australia and Colors in India;
• Leverage a major force in consumer publishing in Simon & Schuster, along with growing businesses in live events, consumer products, recreation and other experiences; and
• Boast one of the most innovative digital and streaming portfolios in the marketplace, with premier subscription based and ad-supported products including CBS All Access and Pluto TV.
You’d be hard pressed to find a more diverse and compelling mix of assets – and this is just one piece of the company’s full portfolio.
What truly unites our brands and businesses is a shared passion for storytelling. You see it in our unmatched legacy of hit programming, from SpongeBob to 60 Minutes, Star Trek to South Park. We introduced audiences to Bobby Axelrod and Forrest Gump, Lucy Ricardo, Walter Cronkite and Dora the Explorer. We aired the very first Superbowl and pioneered the highest standards of broadcast journalism.
Now, we have a rare and exciting opportunity to drive the future of our industry as one of the largest and most influential content creators in the world.
But that’s not all. Commercially, ViacomCBS will be the most important partner in the media ecosystem. The company will deliver the largest share of the U.S. television audience and hold number-one positions in every demographic we serve, including total viewers 2+, kids, Adults 18-49 and 25-54, African Americans and Latinx viewers. This reach will extend across every viewing platform and price point, making us a cornerstone offering for distributors. Combine that with our leadership in advanced advertising and marketing solutions, and ViacomCBS will be the go-to choice for advertisers and agencies.
When it comes to production, we’ll be a global powerhouse, making premium content at scale for our own brands and third parties in every genre through our own best-in-class studios, including Paramount Television, CBS Television Studios and Awesomeness, among others. Plus, under the combined company, we’ll now own one of the largest and most valuable libraries of entertainment out there – an extensive collection of iconic franchises with over 140,000 TV episodes and 3,600 film titles.
Beyond these strengths, we’ll leverage a massive global operating footprint that connects with more than 4.3 billion subscribers across 45 languages in nearly every country in the world. This competitive advantage will allow us to further extend our brands and IP well beyond the screen and even further into experiential offerings.
In every respect, ViacomCBS will be better positioned to serve consumers, partners and shareholders. Looking at our complementary assets and capabilities, I truly believe this is a great fit. I also know we would have never achieved this milestone without the incredible dedication, focus and hard work of the people that drive our organizations forward. Thanks to our employees at CBS and Viacom and the amazing things they do every day, we are stronger now, more resilient and more prepared than ever.
To realize all the opportunities ahead – and overcome the challenges we will no doubt face – we are committed to uniting as one team while continuing to transform and evolve our business for the future. That’s why, in the coming months, you’ll be hearing more about our strategy for long-term growth as a combined company. With the leadership and talent across our teams, I have no doubt we will be able to deliver.
It’s an exciting road in front of us, and I can’t wait to get started.
From Screen:
ViacomCBS is born as merger finally closes
Amid question marks over how it will compete against media giants like Disney, Netflix and AT&T, the ViacomCBS merger finally closed on Wednesday (4) as the companies that Sumner Redstone split apart close to 14 years ago were reunited.
The new entity is valued at approximately $25bn and encompasses cable networks such as Showtime, Nickelodeon and MTV, Paramount Pictures, US broadcast networks CBS and the CW, as well Australia’s Network Ten, the UK’s Channel 5, Argentina’s Telefe, and a joint venture in India with that country’s TV18.
As Screen reported in August, ViacomCBS will house a streaming platform roster that includes CBS All Access, Showtime’s OTT offering, and ad-supported VOD service Pluto TV, which Viacom acquired for $340m earlier this year.
Despite Wall Street caution after shares in CBS and Viacom fell approximately 20% since the merger was announced in August, chair of the combined board Shari Redstone (pictured) remained understandably upbeat, telling reporters on Wednesday the new entity was scalable and would be a content leader. In past year the combined companies reportedly spent $13bn on content.
Bob Bakish is the new entity’s president and CEO, and Joe Ianniello becomes chairman and CEO of CBS.
Official trading of ViacomCBS begins on Thursday.
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