Controlling shareholder gives approval to Viacom, CBS merger
Joseph O'Halloran
| 29 October 2019

In what may be the signal that the saga is about to end, with some saying in a matter of weeks, National Amusements, the controlling shareholder in both parties, has approved the transaction merger between content giant Viacom and US broadcaster CBS.

The companies entered into a definitive agreement to create a combined company global, multi-platform, premium content media firm in August 2019. CBS and Viacom say that their merger will create one of the most important content producers and providers in the world.

This had followed a fractious few months’ worth of wrangling over both companies’ futures, in particular deciding upon a combined leadership team and also after months of battles for control of CBS. The company's controlling shareholder, Shari Redstone, daughter of retired Viacom mogul Sumner Redstone, had wanted CBS and sister media company Viacom to merge, a move that the CBS board of directors had expressed reservations about.

However, the companies have announced that their pending merger and the related proposals have been approved by National Amusements, Inc. and its affiliate, which satisfies the closing conditions to the merger requiring approval of a majority of the CBS Class A shares and a majority of the Viacom Class A shares.

The parties have announced that that the registration statement on Form S-4 (No. 333 234238) (the Registration Statement) filed by CBS with the US Securities and Exchange Commission has been declared effective by the SEC on October 25, 2019. The Registration Statement was filed in connection with the proposed combination of CBS and Viacom and includes a joint consent solicitation statement/prospectus of CBS and Viacom.

The final results of the consent solicitations of CBS and Viacom will be set forth in the companies’ separate Current Reports on Form 8-K that will be filed with the SEC. The completion of the merger remains subject to other customary closing conditions and is now expected to close by early December. At closing, CBS will be renamed ViacomCBS.