ViacomCBS Inc. (NASDAQ: VIAC, VIACA) today announced it has
entered into a definitive agreement to sell the publishing business
Simon & Schuster (“Simon & Schuster”) to Penguin Random
House LLC (“Penguin Random House”), a wholly owned subsidiary of
Bertelsmann SE & Co. KGaA, for $2.175 billion in cash.
This divesture follows a strategic review of non-core assets
ViacomCBS undertook early in 2020. Proceeds from the transaction
will be used to invest in ViacomCBS’s strategic growth priorities,
including in streaming, as well as to fund the dividend and pay
down debt.
This transaction is the outcome of a highly competitive auction
that attracted interest from buyers around the world, reflecting
Simon & Schuster’s position as one of the world’s best known
publishing brands. Simon & Schuster has more than 30 publishing
units across adult, children, audio and international. Its
portfolio of best-selling authors includes Stephen King, Doris
Kearns Goodwin and Jason Reynolds, and it owns a rich backlist of
perennial favorite titles such as Catch-22 and The 7 Habits of
Highly Effective People.
The transaction is expected to close in 2021, subject to
customary closing conditions, including regulatory approvals. Upon
close, Simon & Schuster will continue to be managed as a
separate publishing unit under the Penguin Random House umbrella,
and Jonathan Karp, President & CEO of Simon & Schuster, and
Dennis Eulau, COO and CFO, will continue at the helm of the
publishing house.
LionTree Advisors is acting as the exclusive financial advisor
and Shearman & Sterling LLP is acting as legal advisor to
ViacomCBS in this transaction.
Cautionary Statement Concerning Forward-Looking
Statements
This communication 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, as amended,
and section 21E of the Securities Exchange Act of 1934, as amended.
Similarly, statements that describe our objectives, plans or goals
are or may be forward-looking statements. These forward-looking
statements reflect our current expectations concerning future
results and events; generally can be identified by the use of
statements that include phrases such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,” “may,”
“could,” “estimate” or other similar words or phrases; and involve
known and unknown risks, uncertainties and other factors that are
difficult to predict and which may cause our actual results,
performance or achievements to be different from any future
results, performance or achievements expressed or implied by these
statements. These risks, uncertainties and other factors include,
among others: the impact of the COVID-19 pandemic (and other
widespread health emergencies or pandemics) and measures taken in
response thereto; technological developments, alternative content
offerings and their effects in our markets and on consumer
behavior; the impact on our advertising revenues of changes in
consumers’ content viewership, deficiencies in audience measurement
and advertising market conditions; the public acceptance of our
brands, programming, films, published content and other
entertainment content on the various platforms on which they are
distributed; increased costs for programming, films and other
rights; the loss of key talent; competition for content, audiences,
advertising and distribution in consolidating industries; the
potential for loss of carriage or other reduction in or the impact
of negotiations for the distribution of our content; the risks and
costs associated with the integration of the CBS Corporation and
Viacom Inc. businesses and investments in new businesses, products,
services and technologies; evolving cybersecurity and similar
risks; the failure, destruction or breach of critical satellites or
facilities; content theft; domestic and global political, economic
and/or regulatory factors affecting our businesses generally;
volatility in capital markets or a decrease in our debt ratings;
strikes and other union activity; fluctuations in our results due
to the timing, mix, number and availability of our films and other
programming; losses due to asset impairment charges for goodwill,
intangible assets, FCC licenses and programming; liabilities
related to discontinued operations and former businesses; potential
conflicts of interest arising from our ownership structure with a
controlling stockholder; and other factors described in our news
releases and filings with the Securities and Exchange Commission,
including but not limited to our most recent Annual Report on Form
10-K and reports on Form 10-Q and Form 8-K. There may be additional
risks, uncertainties and factors that we do not currently view as
material or that are not necessarily known. The forward-looking
statements included in this communication are made only as of the
date of this communication, and we do not undertake any obligation
to publicly update any forward-looking statements to reflect
subsequent events or circumstances.
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.viacomcbs.com and follow @ViacomCBS on social platforms.
About Simon & Schuster
Simon & Schuster, a ViacomCBS Company, is a global leader in
general interest publishing, dedicated to providing the best in
fiction and nonfiction for readers of all ages, and in all printed,
digital and audio formats. Its distinguished roster of authors
includes many of the world’s most popular and widely recognized
writers, and winners of the most prestigious literary honors and
awards. It is home to numerous well-known imprints and divisions
such as Simon & Schuster, Scribner, Atria Books, Gallery Books,
Pocket Books, Adams Media, Simon & Schuster Children’s
Publishing and Simon & Schuster Audio and international
companies in Australia, Canada, India and the United Kingdom, and
proudly brings the works of its authors to readers in more than 200
countries and territories.
For more information, visit our website
at www.simonandschuster.com.
VIAC-IR
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version on businesswire.com: https://www.businesswire.com/news/home/20201125005459/en/
Media: Justin Dini Executive Vice President, Head of
Corporate Communications, ViacomCBS (917) 216-7629
justin.dini@viacom.com
Adam Rothberg Vice President, Corporate Communications, Simon
& Schuster (212) 698-1132
adam.rothberg@simonandschuster.com
Investors: Anthony DiClemente Executive Vice President,
Investor Relations, ViacomCBS (917) 796-4647
anthony.diclemente@viacom.com
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