NEW YORK, Nov. 22, 2019 /PRNewswire/ -- CBS
Corporation (NYSE: CBS.A and CBS) ("CBS") today announced that it
has notified the New York Stock Exchange ("NYSE") that, following
the effective time of the merger of Viacom Inc. ("Viacom") with and
into CBS (the "merger"), with CBS continuing as the surviving
company, CBS will delist its Class A and Class B common stock from
the NYSE and will list the Class A and Class B common stock of the
combined company, which at the effective time of the merger will be
renamed "ViacomCBS Inc." ("ViacomCBS"), including the outstanding
shares of CBS Class A and Class B common stock (which will remain
outstanding shares of ViacomCBS), on the Nasdaq Global Select
Market ("Nasdaq"). Trading of the Class A and Class B common stock
of ViacomCBS on Nasdaq under the new ticker symbols "VIACA" and
"VIAC," respectively, is expected to commence on the trading day
following the effective time of the merger. Until the merger
and subsequent transfer of listing to Nasdaq are complete, the CBS
Class A and Class B common stock will continue to trade on the NYSE
under the ticker symbols "CBS.A" and "CBS," respectively. The
completion of the merger remains subject to customary closing
conditions and is expected to close by early December.
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.
Important Information About the Pending Merger Between CBS
and Viacom and Where to Find It
In connection with the
pending 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 PENDING 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).
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 pending 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 pending 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 pending merger may not be completed on
anticipated terms and timing, (ii) a condition to closing of
the pending merger may not be satisfied, (iii) the anticipated
tax treatment of the pending 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 pending merger,
(v) litigation relating to the pending 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 pending merger, (vii) any
negative effects of the announcement, pendency or consummation of
the pending 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 pending 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 pending 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 pending
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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SOURCE CBS Corporation
