CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB, VIA) today
announced senior leadership appointments across ViacomCBS’ revenue
lines. The appointments, effective upon closing of the deal to
combine CBS and Viacom, will enable ViacomCBS to drive strong,
multifaceted opportunities with distributors, advertisers and other
partners.
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Jo Ann Ross, President and Chief
Advertising Revenue Officer, CBS, will serve as President and Chief
Advertising Revenue Officer, ViacomCBS Domestic Advertising Sales
Credit: CBS Corporation
“These appointments mark an important step in the integration of
CBS and Viacom,” said Bob Bakish, President and Chief Executive
Officer, Viacom, who will serve as President and Chief Executive
Officer of ViacomCBS upon close. “The seasoned executives we
announced today will capitalize on ViacomCBS’ must-watch
programming, iconic library and franchises, as well as its global
production capacity to drive important new distribution, content
licensing and advertising opportunities all over the world.”
With 22% of television viewership in the U.S., the highest share
of broadcast and cable viewing across all key audience
demographics, and strength in every key category, including News,
Sports, General Entertainment, Pop Culture, Comedy, Music and Kids,
ViacomCBS will be a first-choice commercial partner. The combined
company will have a portfolio of powerful consumer brands,
including CBS, Showtime, Nickelodeon, MTV, BET, Comedy Central and
Paramount Network, as well as one of the largest libraries of
iconic intellectual property, spanning every key genre and
addressing consumers of all ages and demographics.
Below are ViacomCBS’ leaders across revenue lines:
- Jo Ann Ross, President and Chief Advertising Revenue
Officer, CBS, will serve as President and Chief Advertising Revenue
Officer, ViacomCBS Domestic Advertising Sales. Ross will direct all
of ViacomCBS’ multiplatform media sales efforts, leading an
integrated ad sales team that will drive revenue by connecting
agency partners and advertisers with the company’s unmatched
engagement, reach and innovative solutions.
- John Halley, Executive Vice President and Chief
Operating Officer, Ad Solutions, Viacom, will serve as Chief
Operating Officer, Advertising Revenue, and Executive Vice
President, Advanced Marketing Solutions, reporting to Ross. In this
role, Halley will oversee commercial and business operations for
the unified advertising team, as well as ViacomCBS’ portfolio of
differentiated advanced advertising and marketing solutions across
its linear, digital and social footprint.
- Ray Hopkins, President of Television Networks
Distribution, CBS, will serve as President, U.S. Network
Distribution, ViacomCBS, overseeing the combined company’s
broadcast network affiliation distribution agreements, as well as
domestic distribution of the company’s owned and operated
television stations, channels and networks across all platforms. He
will also drive ViacomCBS’ live linear content and on-demand
digital distribution deals with third-party platforms.
- Armando Nuñez, President and CEO, CBS Global
Distribution Group, and Chief Content Licensing Officer, CBS, will
serve as Chairman, Global Distribution and Chief Content Licensing
Officer, ViacomCBS, overseeing all content licensing, including
worldwide distribution and domestic syndication, for
ViacomCBS-owned programming to third-party platforms.
- Dan Cohen, President of Worldwide Home Entertainment
& Television Distribution, Paramount, will serve as President,
Global Content Licensing, ViacomCBS, reporting to Nuñez.
- Pam Kaufman, President, Viacom/Nickelodeon Global
Consumer Products, will serve as President, Global Consumer
Products, ViacomCBS, and will be responsible for the combined
company’s consumer products business, including global oversight of
product and business development, licensing, merchandising, retail
sales, consumer insights and marketing.
- David Lynn, President and CEO of Viacom International
Media Networks, will oversee the combined company’s international
media networks, including Network 10 in Australia.
The merger remains subject to customary closing conditions and
is expected to close by early December.
Biographies:
- Jo Ann Ross is the first woman to serve as sales chief
of a broadcast network and the longest-running sales head in
broadcast television. A 27-year veteran of CBS with 19 years as the
company’s sales leader, Ross was promoted to President and Chief
Advertising Revenue Officer, CBS Corporation in August 2017,
overseeing the company’s multiplatform advertising sales effort.
Ross previously served as President, Network, Sales, CBS Television
Network, during which time she oversaw all sales for CBS
Entertainment, Sports, Daytime, News and Late Night. Prior to
joining CBS in 1992, she worked at ABC Network for three years. She
has received numerous industry accolades, including the Gracies
Leadership Award from the Alliance of Women in Media, the IRTS’
Hall of Mentorship Award and being enshrined in the Broadcasting
& Cable Hall of Fame in 2013. She has also been named to The
Hollywood Reporter’s “100 Most Powerful Women in Entertainment,”
“AdWeek 50,” and Multichannel News’ Wonder Women Class of 2019. A
cancer survivor, Ross has been a longtime supporter of MSKCC’s
annual Cycle for Survival. She also serves on the board of
directors of the John A. Reisenbach Foundation, the Ad Council, the
International Radio and Television Society, and FourBlock, an
organization with a mission to ensure that all veterans have the
resources they need to transition to life and a new career when
returning back home.
- John Halley has served as Executive Vice
President and Chief Operating Officer, Ad Solutions, Viacom since
2013. In this role, Halley oversees the company's pricing,
inventory, commercial operations, finance and business development
functions for Viacom’s ad sales portfolio across all of its brands,
including MTV, VH1, BET, Comedy Central, Paramount Network and
Nickelodeon. As head of Viacom’s Advanced Marketing Solutions
business, Halley steers Viacom’s advertising product suite and
go-to-market strategy across its digital, social and advanced
advertising offerings. He is the former Chairman of OpenAP and
currently serves on the consortium’s Board of Directors.
- Ray Hopkins has served as President of Television
Networks Distribution, CBS Corporation, since joining the company
in June 2013, securing retransmission and affiliation agreements
for CBS’ broadcast and cable networks, including the CBS Television
Network, Showtime Networks, CBS Sports Network, Smithsonian
Networks and Pop. He also has oversight of all distribution deals
of the CBS Network to more than 40 affiliated television station
groups throughout the country. An industry veteran, Hopkins has 30
years of experience, including nine years as Chief Operating
Officer of YES Network (Yankees Entertainment and Sports Network),
where he was responsible for the day-to-day operations of the
company’s affiliate sales, legal, finance, business development,
new media, marketing, human resources and communications
departments. Previously, Hopkins served in senior affiliate sales
and marketing roles at Gemstar-TV Guide and FOX. Hopkins serves on
the board of the cable industry’s T. Howard Foundation.
- Armando Nuñez has served as President and Chief
Executive Officer, CBS Global Distribution Group, and Chief Content
Licensing Officer, CBS Corporation, overseeing content licensing of
CBS-owned programming to domestic and international distribution
partners across all platforms. In this role, he has monetized
original content that airs on the CBS Television Network, The CW,
CBS All Access, SHOWTIME and non-CBS platforms, as well as a large
television library. Nuñez also oversees CBS Television
Distribution, which produces and distributes industry-leading
franchises, such as “Entertainment Tonight,” “Judge Judy” and
“Wheel of Fortune.” He played a key role in CBS’s acquisition and
management of Network 10 in Australia and CBS channel ventures in
the UK and EMEA. Nunez joined CBS to run the Company’s
international business in 1999 and has held senior leadership
positions in international media for more than 25 years. Nuñez has
been recognized as a major television influencer on lists by The
Hollywood Reporter, Hispanic Magazine and Variety. Recently, he was
honored with Variety’s International Achievement in TV Award and
was inducted into the 2019 class of the Broadcasting & Cable
Hall of Fame. Nuñez is a member of the board and co-chair of the
global committee of NATPE International, as well a member of the
board and executive committee of the International Council of the
National Academy of Television Arts and Sciences (NATAS).
- Dan Cohen has served as President of Worldwide Home
Entertainment and Television Distribution at Paramount Pictures
since February 2019. Prior to this role, Cohen served as
Paramount’s President of Worldwide Television Licensing. Before
joining Paramount in 2017, he spent more than 20 years at
Disney-ABC, where he most recently served as Executive Vice
President of Pay Television & Digital for Disney-ABC Worldwide
Home Entertainment and Television Distribution. There, he licensed
films and series, including across digital platforms, on behalf of
Walt Disney Studios, ABC Studios and Disney Channel.
- Pam Kaufman has served as the President of
Viacom/Nickelodeon Global Consumer Products since May 2018,
overseeing the consumer products business across Viacom Media
Networks and Paramount Pictures. In this role, Kaufman leads
worldwide licensing and merchandising and provides strategic focus
on maximizing Viacom’s portfolio of brands and iconic franchise
properties. Before her appointment, Kaufman spent more than 20
years at Nickelodeon, most recently as President of Consumer
Products and Chief Marketing Officer. Kaufman has received numerous
industry awards including Advertising Age’s Entertainment Marketer
of the Year, Brandweek’s Grand Marketer of the Year, License
Global’s list of Influentials, and Multichannel News’ roster of
Wonder Women.
- David Lynn has served as President and Chief Executive
Officer of Viacom International Media Networks since 2017,
overseeing all of Viacom’s media networks and related businesses
outside the U.S. Previously, he was President of VIMN UK, Northern
and Eastern Europe, during which time he helped lead the
acquisition of Channel 5 Broadcasting in 2014. He assumed this
position after serving as Executive Vice President, Managing
Director of the group. Before that, Lynn was responsible for
Viacom’s distribution strategy outside the U.S., overseeing deals
with key international affiliates and securing distribution for
Viacom content on video-on-demand platforms. Lynn joined Viacom in
1999 and has held a range of positions across the company’s
brands.
About CBS
CBS Corporation (NYSE: CBS.A and 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 (NASDAQ: VIAB, VIA) creates entertainment experiences
that drive conversation and culture around the world. Through
television, film, digital media, live events, merchandise and
solutions, its brands connect with diverse, young and young at
heart audiences in more than 180 countries.
For more information on Viacom and its businesses, visit
http://www.viacom.com. Keep up with Viacom news by following it 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 Corporation
(“CBS”) and Viacom Inc. (“Viacom”), CBS has filed with the Securities and
Exchange Commission (the “SEC”) a
Registration Statement on Form S-4 (No. 333‑234238) (the
“Registration Statement”) that
includes a joint consent solicitation statement of CBS and Viacom
and that also constitutes a prospectus of CBS (the “joint consent solicitation statement /
prospectus”). The Registration Statement was declared
effective by the SEC on October 25, 2019. Viacom and CBS commenced
mailing the definitive joint consent solicitation statement /
prospectus to Viacom stockholders and CBS stockholders on or about
October 28, 2019. 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 INCLUDES 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 MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of the
Registration Statement, which includes 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 merger. 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 are included in the
joint consent solicitation statement / prospectus or will be
included in 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 merger 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 merger
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 merger may not be completed on
anticipated terms and timing, (ii) a condition to closing of the
proposed merger may not be satisfied, including obtaining
regulatory approvals, (iii) the anticipated tax treatment of the
proposed merger 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 proposed merger, (v) litigation relating to the
proposed merger against CBS, Viacom or their respective directors,
(vi) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
proposed merger, (vii) any negative effects of the announcement,
pendency or consummation of the proposed merger 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 merger, (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 merger 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
merger, are more fully discussed in the joint consent solicitation
statement / prospectus included in the Registration Statement.
While the list of factors presented here and the list of factors
presented in the Registration Statement 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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version on businesswire.com: https://www.businesswire.com/news/home/20191030005732/en/
Media: CBS Dana McClintock, Executive Vice
President, Chief Communications Officer (212) 975-1077
dlmcclintock@cbs.com
Chris Ender, Executive Vice President, Communications (818)
655-1100 cender@cbs.com
Kelli Raftery, Executive Vice President, Communications (212)
975-3161 kelli.raftery@cbs.com
Viacom Justin Dini, Senior Vice President, Corporate
Communications (212) 846-2724 justin.dini@viacom.com
Karen Shosfy, Vice President, Corporate Communications (212)
846-3644 Karen.Shosfy@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
CBS (NYSE:CBS)
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