INSUBCONTINENT EXCLUSIVE:
company will be able to compete and partner better in a media industry dominated by giants.The new company will be named ViacomCBS Inc,
although CBS shareholders will own 61 per cent and Viacom shareholders will own 39 per cent.The merger will combine the CBS television
network, CBS News, Showtime cable networks with MTV Networks, Nickelodeon, Comedy Central and the Paramount movie studios
Together, they will own more than 140,000 TV episodes and 3,600 film titles
Annually, it is estimated to generate about $28 billion in revenue.It creates a company with roughly a $30 billion market value, which is
still small compared with rivals including Netflix Inc, at $136 billion, ABC network owner Walt Disney Co, at $245 billion, and NBC owner
Comcast Corp at $193 billion.The merging companies are controlled by National Amusements Inc, the holding company owned by billionaire
Sumner Redstone and his daughter, Shari."My father once said 'content is king,' and never has that been more true than today," Shari
Redstone said in a statement.The third attempt at a merger since 2016 is a decisive win for Shari Redstone, whose father built the companies
through a series of mergers and then broke them apart 13 years ago.Previous merger talks had failed because of clashes between executives
over divvying up top jobs and the companies' relative valuation.The recombination comes amid an increasingly competitive media landscape
dominated by Disney and Netflix, prompting Redstone to pursue a merger.Viacom Chief Executive Bob Bakish will be the president and CEO of
Joe Ianniello, interim CEO of CBS, will be named chairman and CEO of CBS, which will exclude the Showtime cable network and book publisher
Simon - Schuster.Joe Ianniello will report to Bakish
Bob Bakish cannot fire Ianniello unless the ViacomCBS board approves.Bakish in an interview said that he will compete with Netflix, Disney
and AT-T for subscribers and also create and sell TV shows and movies to other companies, an operation that will grow thanks to the new
deal."This is not a put-your-eggs-in-one-basket story," Bakish said
"They all work together."ViacomCBS can lure customers with free offerings from a service like PlutoTV, which it bought in January, then
convince them to pay for a subscription service in another part of the empire like CBS All Access, Bakish said.SLIGHT PREMIUMViacom
shareholders will receive 0.59625 CBS shares for each share they own, representing a slight premium to Viacom's closing price on
Monday.The companies said they expected about $500 million in annual cost savings.The new board of directors will consist of 13 members
Six will come from independent members from CBS, four independent members from Viacom, Bakish, and two National Amusements members
after the merger was announced.Centerview Partners LLC and Lazard Freres - Co served as financial advisers to the CBS board's special
Paul, Weiss, Rifkind, Wharton - Garrison LLP served as the special committee's legal counsel.LionTree Advisors LLC and Morgan Stanley - Co
served as financial advisers and Cravath, Swaine - Moore LLP as legal counsel to the special committee to the Viacom board.Viacom was
advised by Shearman - Sterling LLP
National Amusements was advised by Evercore as its financial adviser and by Cleary Gottlieb Steen - Hamilton LLP as its legal counsel.Get
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