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CBS and Viacom to work through night to hammer out deal

Bloomberg logoBloomberg 8/12/2019 Nabila Ahmed, Ed Hammond and Lucas Shaw

a woman wearing sunglasses talking on a cell phone: Attendees Arrive For The Allen & Co. Media And Technology Conference © Bloomberg Attendees Arrive For The Allen & Co. Media And Technology Conference The boards of CBS Corp. and Viacom Inc. negotiated late into the night, trying to hash out a price for the long-awaited merger, according to people familiar with the matter.

The companies were aiming to strike a deal late Sunday in time to announce a merger by Monday, although the timing could slip into Tuesday, said the people, who asked not to be identified because the matter was private. The two sides have been negotiating the exchange ratio of the potential all-stock combination.

Shari Redstone, whose family investment vehicle National Amusements Inc. controls both companies, would become chairman of the combined entity, the people said. Viacom Chief Executive Officer Bob Bakish, meanwhile, is set to lead the company as CEO, the people said. He would also get a seat on the board.

The deal would unite the most-watched U.S. broadcast network with the owner of the Paramount movie studio and cable channels such as MTV and Nickelodeon. It would also cap years of failed merger attempts and board infighting at both companies.

CBS would receive six seats on the 13-member board, while Viacom would get four, the people said. Another two would be designated to NAI, they said, with Redstone and family attorney Robert Klieger slated for those roles.

Chairman’s Exit

Strauss Zelnick, the video game executive who is the interim CBS chairman, has stated that he’s not interested in an ongoing executive role. The Information reported on the likely board composition last week.

The last time the companies were in merger discussions, more than a year ago, Viacom directors had agreed to take 0.6135 CBS share for every nonvoting share of their business, people with knowledge said at the time. The companies, using the codenames “Comet” and “Venus,” had expected to save at least $1 billion by combining.

The price is likely to be similar this time, people said this week. The current trading ratio between the two companies is 0.6137 based on their stock prices on Friday afternoon in New York. The companies now expect about $500 million of annual cost synergies from the deal after Viacom took about $300 million in costs out of its business, one of the people said.

Previous Talks

CBS and Viacom, both based in New York, were one entity until 2006, when the Redstone family decided investors would give them greater value as separate companies. That strategy didn’t work as well as expected, and there’s been on-and-off-again efforts to recombine them in recent years.

CBS has been weighing its next moves since the ouster of longtime CEO Les Moonves last year. He was fired in September after a dozen women accused him of sexual misconduct, setting off a shake-up that included a board overhaul. Joe Ianniello, formerly chief operating officer, has been running the company as interim CEO ever since.

--With assistance from Jeff Green and Gerry Smith.

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