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ViacomCBS

I don't think CBS & Viacom will not be merging again just my opinion and no Les isn't going to get fired either. Les will not be out of a job for long.
 
Megatron said:
I don't think CBS & Viacom will not be merging again just my opinion and no Les isn't going to get fired either. Les will not be out of a job for long.
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Both Shari and Les want the merger, but the question is who gets to run the recombined company.
 
DavidEduardo said:
Both Shari and Les want the merger, but the question is who gets to run the recombined company.
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If CBS is paying, they should get to run it. If Shari wants to merge it, then National Amusements should just merge them without either company being bought or sold. That's the problem here. The puppeteer doesn't actually want to do anything...just let the puppets decide for themselves.
 
TheBigA said:
If CBS is paying, they should get to run it. If Shari wants to merge it, then National Amusements should just merge them without either company being bought or sold. That's the problem here. The puppeteer doesn't actually want to do anything...just let the puppets decide for themselves.
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Not knowing how these deals work, if National Amusements controls both companies how can CBS buy Viacom. Doesn't the deal just become a wash any ways.
 
Mergers generally rely on the theory that there is synergies to be had, 2+2=5, if you will. In this case, you have CBS, a very well managed enterprise, and Viacom, far less well managed. Generally, this would be a great opportunity to unlock value in the more poorly managed company. The difference is that the Redstones will meddle and hurt the combination meaning 2+2 will equal 3 or even 2. Since CBS has a Board of Directors, and the Securities laws won't allow the Redstones to harm the other shareholders of CBS simply for their own gain, the deal is anything but a sure thing despite the controlling ownership by the same people.

I think a Viacom merger with the Redstones calling the shots will drag CBS down so it should be opposed.
 
https://www.dailyrepublic.com/wires/business/cbs-declares-war-on-shari-redstone-over-viacom-merger/

The Redstones are named in a lawsuit by CBS over the CBs/Viacom deal.


. LOS ANGELES — CBS Corp. essentially declared war on Shari Redstone on Monday, filing a lawsuit intended to thwart her effort to push through a merger of CBS and Viacom Inc.

The company is seeking a temporary restraining order to prevent Redstone and National Amusements Inc. — the Redstone family investment vehicle that is the controlling stockholder of both CBS and Viacom — from trying to change CBS’ board members or governance documents before the board can meet Thursday and work to dilute the Redstones’ control over the company.

Redstone wants the two companies to combine, and this is the second time in two years that she has tried to make a merger happen. She says the two companies would be stronger together as traditional media companies gird for battle with such technology companies as Facebook, Google, Netflix and Amazon.com.

CBS does not want to be weighed down by Viacom’s struggling cable channels.

During the CBS board meeting Thursday, the directors will consider a dividend of Class A shares to Class B shareholders that would dilute National Amusements’ voting interest from about 80 percent to 17 percent.

“Ms. Redstone, through her recently-obtained domination and control of NAI (National Amusements Inc.), has taken actions over the past two years that have led the Special Committee to conclude that she presents a significant threat of irreparable and irreversible harm to the Company and its stockholders,” Monday’s lawsuit says.
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http://deadline.com/2018/05/cbs-sha...e-viacom-deal-national-amusements-1202390881/

Update on the CBS/Viacom talks

Just hours after Les Moonves declared a Game of Thrones level war today on Shari Redstone allegedly seeking to alter the CBS board to ensure a merger with Viacom, the two sides have speedily been given a date to face-off in court.

Lawyers for CBS Corporation and the Redstone run National Amusements will meet in front of Chancellor Andre Bouchard in Delaware’s Court of Chancery on May 16 at 2 PM to argue over the media corporation’s desire for a temporary restraining order.

“Plaintiffs are filing this complaint and accompanying motion for a temporary restraining order to prevent Ms. Redstone and NAI from attempting to replace the Board or modify the Company’s governance documents before any Board action taken at the Special Board Meeting becomes effective, said CBS in their breach of fiduciary duty complaint filed today against Sumner Redstone’s daughter and the company the once fearsome media mogul founded.


“Counsel for plaintiffs is instructed to serve a copy of this letter on the defendants, notifying them of the hearing immediately,” the Diamond State magistrate told CBS attorneys Monday in correspondence confirming the hasty hearing (read it here). In the expectation that National Amusements may have a thing or two to say about events and the quickly moving calendar, Chancellor Bouchard also gave all sides until 4 PM ET tomorrow to file paperwork.

Already claiming to be “outraged” by accusations of planning a deck stacking move, NAI responded on Monday saying nthe company, which welds control over nearly 79% of CBS’s voting stock, and Redstone have “no intention of replacing the CBS board or forcing a deal that was not supported by both companies.” Of course, the head of once long-term Viacom boss Philippe Dauman that the younger Redstone figuratively put on a pike when she firmly took control of National Amusement in 2016 may serve as a warning otherwise, in the opinion of some.

Then, as expressed today by NAI after the CBS filing, there is talk of “incidents of bullying and intimidation in relation to one CBS director, dating back to 2016.” While no names are named, the Redstone controlled group also asserted that NAI has made every effort to deal with this matter privately and confidentially.” Adding another plot twist to any showdown, NAI then went on to passive aggressively added, “unfortunately, CBS’s action today continues to enable and empower such conduct.”

Again, no names but insiders can read a veiled threat when they see one in black and white.

However, there is a possibility that the Wednesday hearing could be a non-starter even as CBS and NAI clearly have very different ideas about what a re-melding with Viacom should take and who should sit on the Iron Throne. Ideas that differ specially when the former describes the latter’s “prospects as a standalone business” looking grim” as recently as January of this year and Redstone seems to angling to deny Moonves full CEO power of the merged media giant, at the very least. The TRO shindig would be a dead letter office if the parties come to deal in the next 38 hours outside the court to grant each other more time to prepare for the longer litigation to come, sources tell Deadline.

Regardless, with CBS’ upfront Carnegie Hall presentation set for the same day at 4 PM ET as the TRO hearing, the calendar and atmosphere is tight all round. Certainly, advertisers and Wall Street are not going to warm to uncertainty if Moonves and crew are denied the TRO.
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Real Update:


https://www.arcamax.com/business/businessnews/s-2080248

I knew Shari Redstone wasn't going to be able to outmaneuver Moonves, as least not easily. Viacom is a mess of mismanaged assets. Moonves, as a result of this lawsuit, is likely to get an injunction to delay the merger. Viacom will continue to under perform, its stock will fall making it harder to force a merger. With the dilution actions of the Redstones shares being undetaken by the CBS Board, a merger becomes even less likely. CBS has nothing to gain and much to lose by this merger. Any CBS shareholder not named Redstone should be very happy Moonves is fighting so hard for them.
 
umfan said:
Real Update:


https://www.arcamax.com/business/businessnews/s-2080248

I knew Shari Redstone wasn't going to be able to outmaneuver Moonves, as least not easily. Viacom is a mess of mismanaged assets. Moonves, as a result of this lawsuit, is likely to get an injunction to delay the merger. Viacom will continue to under perform, its stock will fall making it harder to force a merger. With the dilution actions of the Redstones shares being undetaken by the CBS Board, a merger becomes even less likely. CBS has nothing to gain and much to lose by this merger. Any CBS shareholder not named Redstone should be very happy Moonves is fighting so hard for them.
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Remember earlier in the year the CBS Board wanted Les Moonves to go get a deal Lionsgate films because CBS thought that lionsgate was more valuable until National Amusements stopped that discussion and decided that CBS should merge with Viacom and this is how we ended up with this lawsuit by CBS against the Redstones and National Amusements.
 
http://www.latimes.com/business/hollywood/la-fi-ct-moonves-cbs-viacom-20180518-story.html

Also there's speculation that Moonves could be removed too given the updates in the CBS vs Redstones debate over the Viacom deal.


CBS unveils its new fall prime-time schedule each spring by hewing to tradition: The presentation always occurs in mid-May, it always takes place at Carnegie Hall and CBS Chief Executive Leslie Moonves always relishes his role as the network's proud papa.

But there was something different this week as Moonves strode onto the historic stage. Advertisers and entertainment executives who packed the venue rose in a standing ovation. Moonves appeared moved, his eyes glistened.

For TV's biggest showman, this might be the start of the curtain calls.

Moonves, who is known for an ultra-competitive streak that has driven him to become television's most successful executive, is locked in the fight of his life for control of CBS Corp. against the company's powerful controlling shareholders, the Redstone family from Massachusetts.

On Thursday, it was the Redstones who scored the first victory. A Delaware judge refused CBS' request for a restraining order against the family, which is determined to protect its controlling stake in the venerable broadcasting company.

CBS' independent board members this week sued the Redstones and their investment vehicle, National Amusements Inc., in an effort to strip away their voting control. Analysts called the maneuver the "nuclear option."

The move comes as CBS' independent shareholders have become increasingly concerned that Shari Redstone, the company's vice chairwoman, might be putting her family's financial interests ahead of other shareholders'.

The legal skirmish is expected to become a bruising tug-of-war, and it is far from certain which side will prevail.

The Delaware judge, Andre G. Bouchard, indicated that he did not want to be too quick to reel in the family that has had its grip on CBS for 18 years. Bouchard's reluctance suggests that Moonves and CBS' effort to unseat the Redstones might be an uphill climb.

"It ain't over yet," cautioned Los Angeles investment banker Lloyd Greif, who believes the Redstones' entanglements with Viacom, and their push for a merger, remain problematic. "Les lives to fight another day."

Moonves, through a spokesman, declined an interview request Thursday as the company prepared for what was expected to be a contentious board meeting. Board members who are not tied to the Redstones voted to reduce the Redstones' nearly 80% voting stake in CBS to 17%. That measure won't take effect anytime soon, as it must survive scrutiny of the Delaware courts. The Redstones, for their part, suggested the vote was moot.

Those who know Moonves think it's unlikely he would go down without a fight.

"I'm very competitive — I like to win," Moonves told The Times in 2016. "I'm not a good loser."

CBS' winning streak is a hallmark of the boss. CBS has been the most-watched network on television for 15 of the last 16 years, including the current TV season.

The 68-year-old CEO has been calling the shots at CBS with little involvement from the Redstones for the last 12 years. For much of that time, family patriarch Sumner Redstone indulged in the spoils of his vast wealth and allowed his top lieutenants, Moonves and Tom Freston, and then Philippe Dauman — both of whom served as Viacom CEOs — to run his companies as they saw fit.

That changed two years ago, when the mogul — who turns 95 this month — became seriously ill and largely unable to communicate. His daughter, Shari Redstone, took up the mantle, becoming much more involved in corporate affairs.

She has shown a determination to reunite CBS with Viacom Inc. Both were part of the same entity until 2006, when Sumner Redstone tore his media empire apart.

Since early this year, CBS has resisted Shari Redstone's merger campaign, worried that CBS might falter if saddled with the problems of the weaker Viacom. And Moonves rejected as a nonstarter her demand that her top lieutenant at Viacom, Chief Executive Bob Bakish, have a prominent role at the combined company, such as a seat on the board.

Moonves has a long memory. More than a decade ago, Dauman had a Viacom board seat because he was Sumner Redstone's attorney. So Dauman was poised to step into the CEO role in 2006 when Sumner Redstone fired Freston.
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