CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB, VIA) today
jointly announced that Bob Bakish, President and Chief Executive
Officer of Viacom, and Christina Spade, Executive Vice President,
Chief Financial Officer of CBS Corporation, who will be President
and Chief Executive Officer, and Executive Vice President, Chief
Financial Officer, respectively, of ViacomCBS, effective upon
closing of the deal to combine CBS and Viacom, will participate in
a question and answer session during the Goldman Sachs 28th Annual
Communacopia Conference in New York, NY on Tuesday, September 17,
2019 at 12:25 p.m. ET.
A live webcast of the session will be available to the general
public through a link on the Investors homepages of CBS’s website
(investors.cbscorporation.com) and Viacom’s website
(ir.viacom.com). A replay of the audio webcast will be available in
the Investor Calendar section of CBS’s corporate website and in the
Events, Webcasts & Annual Meetings section of Viacom’s
Investors homepage.
About CBS
CBS Corporation (NYSE: CBS.A, CBS) is a mass media company that
creates and distributes industry-leading content across a variety
of platforms to audiences around the world. The Company has
businesses with origins that date back to the dawn of the
broadcasting age as well as new ventures that operate on the
leading edge of media. CBS owns the most-watched television network
in the U.S. and one of the world’s largest libraries of
entertainment content, making its brand –"the Eye” – one of the
most-recognized in business. The Company’s operations span
virtually every field of media and entertainment, including cable,
publishing, local TV, film and interactive. CBS’ businesses include
CBS Television Network, The CW (a joint venture between CBS
Corporation and Warner Bros. Entertainment), Network 10 Australia,
CBS Television Studios, CBS Global Distribution Group, CBS Consumer
Products, CBS Home Entertainment, CBS Interactive, CBS All Access,
the Company’s direct-to-consumer digital streaming subscription
service, CBS Sports Network, CBS Films, Showtime Networks, Pop,
Smithsonian Networks, Simon & Schuster, CBS Television Stations
and CBS Experiences. For more information, go to
http://www.cbscorporation.com.
About Viacom
Viacom creates entertainment experiences that drive conversation
and culture around the world. Through television, film, digital
media, live events, merchandise and solutions, our brands connect
with diverse, young and young at heart audiences in more than 180
countries.
For more information on Viacom and its businesses, visit
www.viacom.com. Keep up with Viacom news by following us on Twitter
(twitter.com/viacom), Facebook (facebook.com/viacom) and LinkedIn
(linkedin.com/company/viacom).
Important Information About the
Proposed Merger Between CBS and Viacom and Where To Find
It In connection with the proposed merger between CBS
and Viacom, CBS 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 communication 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).
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.
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.
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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190905005279/en/
Press: CBS Dana McClintock, Executive Vice President,
Chief Communications Officer (212) 975-1077 dlmcclintock@cbs.com
Kelli Raftery, Executive Vice President, Corporate Communications
(212) 975-3161 kelli.raftery@cbs.com Viacom Justin Dini,
Senior Vice President, Corporate Communications (212) 846-2724
justin.dini@viacom.com Justin Blaber Senior Director, Corporate
Communications (212) 846-3139 justin.blaber@viacom.com Investors:
CBS Anthony DiClemente, Executive Vice President, Investor
Relations (212) 975-2160 anthony.diclemente@cbs.com Viacom
James Bombassei, Senior Vice President, Investor Relations and
Treasurer (212) 258-6377 james.bombassei@viacom.com
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