2019 merger of CBS and Viacom
 CBS Corporation logo before the merger | |
.svg){kind=small} Viacom logo before the merger | |
.svg){kind=small} ViacomCBS logo used from the merger to 2022 | |
| Initiator | CBS Corporation |
|---|---|
| Target | Viacom |
| Type | Merger |
| Cost | US$15.4 billion |
| Initiated | August 13, 2019 |
| Completed | December 4, 2019 |
| Resulting entity | ViacomCBS (now Paramount Global) |
The 2019 merger of CBS Corporation and Viacom was announced on August 13, 2019, and was completed on December 4, 2019. The merger of equals reunited CBS Corporation and Viacom into a single company known as ViacomCBS (today known as Paramount Global) after their separation from the first incarnation of Viacom in January 2006. Both companies were (and the merged entity continues to be) owned by the theater company National Amusements.
Background
 | |
| 1886 | Westinghouse Electric Corporation is founded as Westinghouse Electric & Manufacturing Company |
|---|---|
| 1912 | Famous Players Film Company is founded |
| 1913 | Lasky Feature Play Company is founded |
| 1914 | Paramount Pictures is founded |
| 1916 | Famous Players and Lasky merge as Famous Players–Lasky and acquire Paramount |
| 1927 | Famous Players–Lasky renamed to Paramount Famous Lasky Corporation; CBS is founded with investment from Columbia Records |
| 1929 | Paramount acquires 49% of CBS |
| 1930 | Paramount Famous Lasky Corporation renamed to Paramount Publix Corporation |
| 1932 | Paramount sells back its shares of CBS |
| 1934 | Gulf+Western is founded as the Michigan Bumper Corporation |
| 1935 | Paramount Publix Corporation renamed to Paramount Pictures |
| 1936 | National Amusements is founded as Northeast Theater Corporation |
| 1938 | CBS acquires Columbia Records |
| 1950 | Desilu is founded and CBS distributes its television programs |
| 1952 | CBS creates the CBS Television Film Sales division |
| 1958 | CBS Television Film Sales renamed to CBS Films |
| 1966 | Gulf+Western acquires Paramount |
| 1967 | Gulf+Western acquires Desilu and renames it Paramount Television (now CBS Studios) |
| 1968 | CBS Films renamed to CBS Enterprises |
| 1970 | CBS Enterprises renamed to Viacom |
| 1971 | Viacom is spun off from CBS |
| 1987 | National Amusements acquires Viacom |
| 1988 | CBS sells Columbia Records to Sony |
| 1989 | Gulf+Western renamed to Paramount Communications |
| 1994 | Viacom acquires Paramount Communications |
| 1995 | Westinghouse acquires CBS |
| 1997 | Westinghouse renamed to CBS Corporation |
| 2000 | Viacom acquires UPN and CBS Corporation |
| 2005 | Viacom splits into second CBS Corporation and Viacom |
| 2006 | CBS Corporation shuts down UPN and replaces it with The CW |
| 2017 | CBS Corporation sells CBS Radio to Entercom (now Audacy) |
| 2019 | CBS Corporation and Viacom re-merge as ViacomCBS |
| 2022 | ViacomCBS renamed to Paramount Global |
| 2024 | Skydance Media and Paramount Global agree to merge |
The first incarnation of Viacom was created in 1952 as the television syndication division of CBS; it was spun off in 1971. In 1999, Viacom acquired its former parent, then named CBS Corporation (formerly Westinghouse Electric). In January 2006, the first Viacom was spun off into two entities, CBS Corporation and the second incarnation of Viacom.
History
Early discussions of a merger (September 2016–September 2018)
Efforts to re-merge the two conglomerates began on September 29, 2016, when National Amusements sent a letter to Viacom and CBS encouraging a re-merger of the two companies.[1] The proposal was later withdrawn on December 12 of that year.[2]
On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after the merger plan of AT&T-Time Warner and Disney's acquisition of most 21st Century Fox assets were announced. Viacom and the CBS Corporation also faced heavy competition from companies such as Netflix and Amazon.[3] Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate.[4] Viacom and Lionsgate were both interested in acquiring The Weinstein Company.[5] Following the Weinstein effect, Viacom was listed as one of 22 potential buyers that were interested in acquiring TWC.[5] They lost the bid, and on March 1, it was announced that Maria Contreras-Sweet would acquire all of TWC's assets for $500 million.[6][7]
On March 30, 2018, CBS made an all-stock offer slightly below Viacom's market value, insisting that its existing leadership, including long-time chairman and CEO Les Moonves, oversee the re-combined company. Viacom rejected the offer as too low, requesting a $2.8 billion increase and that Bob Bakish be maintained as president and COO under Moonves. These conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.[8][9]
Eventually, on May 14, 2018, CBS sued its and Viacom's parent company National Amusements and accused Redstone of abusing her voting power in the company and forcing a merger that was not supported by it or Viacom.[10][11] CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.[12]
On May 23, 2018, Les Moonves explained that he considered the Viacom channels to be an "albatross," and while he favored more content for CBS All Access (now Paramount+), he believed that there were better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer, Lionsgate Films or Sony Pictures. Moonves also considered Bakish a threat because he did not want an ally of Redstone as a board member of the combined company.[13]
Talks following Les Moonves' resignation (September 2018–August 2019)
On September 9, 2018, Les Moonves exited CBS following multiple accusations of sexual assault. National Amusements agreed to make no proposal of a CBS-Viacom merger for at least two years after the date of the settlement.[14]
On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June. CBS's board of directors was revamped with people who were open to merging; the re-merger was made possible with the resignation of Moonves, who had opposed all merger attempts. The talks had started following rumors of CBS acquiring Starz from Lionsgate.[15] Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies.[16][17] CBS announced to acquire Viacom as part of the re-merger deal for up to $15.4 billion.[18]
On August 2, 2019, it was reported that CBS and Viacom agreed to merge back into one entity. Both companies came to an agreement on the management team for the merger, with Bob Bakish serving as CEO of the combined company with president and acting CEO of CBS, Joseph Ianniello, overseeing CBS-branded assets.[19] On August 7, CBS and Viacom separately reported their quarterly earnings as the talks about the re-merger continued.[20][21]
Completion (August 2019–December 2019)
On August 13, 2019, CBS and Viacom officially announced their merger; the combined company is named ViacomCBS; Shari Redstone serves as the chairwoman of the new company.[22][23][24] Upon the merger agreement, Viacom and CBS jointly announced they expected the transaction to close by the end of 2019, pending regulatory and shareholder approvals.[24] Such mergers require approval by the Federal Trade Commission.[24]
On October 28, 2019, the merger was approved by National Amusements, which then announced the deal would close in early December; the recombined company will trade its shares on NASDAQ under the symbols "VIAC" and "VIACA" after CBS Corporation delist its shares on the New York Stock Exchange.[25][26] On November 25, 2019, Viacom and CBS announced that the merger would close on December 4, and its shares began to trading on NASDAQ on December 5.[27][28] The merger officially closed on December 4, 2019.[29]
Affected assets
- CBS Television Studios – renamed to CBS Studios.
- CBS Television Distribution – renamed to CBS Media Ventures in 2021.
- Terrytoons – Theatrical library moved to Paramount Pictures through Melange Pictures, LLC
- Spelling Television (from CBS) – library reunited with the Republic Pictures’ (from Viacom) Television library.
- CBS Television Distribution – renamed to CBS Media Ventures in 2021.
- Showtime Networks (from CBS) was organized with BET Networks (from Viacom) under the Premium Network Group.
- VH1 became part of BET Networks, which was later moved to the CBS Entertainment Group.
- MTV, CMT, and other single-branded Viacom and CBS networks were organized under the MTV Entertainment Group.
- Paramount Television (second incarnation by Viacom) – renamed Paramount Television Studios to avoid confusion with the first incarnation (now CBS Studios).
- CBS Interactive – renamed to ViacomCBS Streaming (later Paramount Streaming)
- CBS All Access – relaunched as Paramount+ on March 4, 2021; merging with the original Nordics SVOD version which was launched in 2017.
- Showtime (OTT) – bundled with Paramount+ in 2022
- CBS Consumer Products and Nickelodeon & Viacom Consumer Products (NVCP) are merged; eventually rebranded as ViacomCBS Consumer Products (later Paramount Consumer Products)
- CBS Cable Networks and Viacom Media Networks are merged; with eventually rebranded as ViacomCBS Domestic Media Networks (later Paramount Media Networks)
Divested
- CBS Productions – folded into the original Paramount Television (now CBS Studios) on November 28, 2019.
- CBS Films – former mini-major studio; absorbed into the main CBS Entertainment Group (CBS Studios) with the theatrical distribution moved to Paramount Pictures in 2019.
- CNET Media Group – sold to Red Ventures on October 30, 2020.
- GameRankings – absorbed into Metacritic on December 9, 2019.
- CBS Building/Black Rock – sold to Harbor Group International.
- CBS Studio Center – sold to Hackman Capital Partners and Square Mile Capital Management.
See also
- Acquisition of NBC Universal by Comcast, a similar media merger but entirely vertical scale.
- Acquisition of 21st Century Fox by Disney, a corporate act of The Walt Disney Company which acquired the most of 21st Century Fox assets, mainly motion picture and television studios and entertainment pay-TV channels.
References
- ^ Szalai, George (September 29, 2016). "National Amusements Proposes Viacom, CBS Reunion, Cites "Substantial Synergies"". The Hollywood Reporter. Retrieved October 13, 2016.
- ^ "Shari Redstone withdraws CBS-Viacom merger proposal". CNBC. December 12, 2016. Retrieved December 17, 2016.
- ^ Wang, Christine (January 12, 2018). "Viacom, CBS shares spike after report Shari Redstone pursuing merge of companies". CNBC. Retrieved January 12, 2018.
- ^ Busch, Anita; Chmielewski, Anita (January 17, 2019). "Lionsgate Ripe For Takeover As Amazon, Verizon and CBS-Viacom Emerge As Potential Suitors". Deadline Hollywood. Retrieved January 19, 2018.
- ^ a b "Weinstein Co Talking to 22 Buyers, $300 Million Expected Price, Bob Weinstein Must Exit". The Wrap. October 26, 2017. Retrieved October 26, 2017.
- ^ Ryan Faughnder (March 1, 2018). "Former Obama administration official has reached a deal to buy Weinstein Co. assets". Los Angeles Times. Retrieved March 2, 2018.
- ^ Chmielewski, Dawn (March 2, 2018). "TWC Board, New York AG Confirm Maria Contreras-Sweet Group Has Acquired Weinstein Company Assets". Deadline Hollywood. Retrieved March 2, 2018.
- ^ "Moonves vs. Redstone: Inside the Poisonous War for Control of CBS and Viacom". The Hollywood Reporter. Retrieved April 11, 2018.
- ^ Littleton, Cynthia (April 11, 2018). "Could CBS-Viacom Strife Cause Leslie Moonves to Walk Away?". Variety. Retrieved April 11, 2018.
- ^ "CBS Takes Redstones to Court as Hopes Fade for a Viacom Deal". Bloomberg.com. May 14, 2018. Retrieved May 14, 2018.
- ^ Chmielewski, Dawn C. (May 14, 2018). "National Amusements Fires Back At CBS Suit, Says It's "Outraged" By Allegations". Deadline. Retrieved May 14, 2018.
- ^ Chmielewski, Dawn C. (May 14, 2018). "Verizon Expressed Interest In Acquiring CBS Before Viacom Talks Heated Up". Deadline. Retrieved May 26, 2018.
- ^ Bond, Paul (May 23, 2018). "Behind Leslie Moonves' Crusade to Save CBS From Viacom". The Hollywood Reporter. Retrieved May 26, 2018.
- ^ Parker, Ryan (September 9, 2018). "Leslie Moonves Exits CBS After Being Accused of Sex Crimes, Violence by More Women". The Hollywood Reporter.
- ^ James, Meg (May 30, 2019). "CBS and Viacom merger negotiations expected to resume". Los Angeles Times. Retrieved June 2, 2019.
- ^ Munson, Ben (July 16, 2019). "CBS, Viacom set early August deadline for remerger agreement – report". FierceVideo. Retrieved July 20, 2019.
- ^ Littleton, Synthia (July 19, 2019). "CBS, Viacom Boards Wrestle With Post-Merger Management Decisions, Ending COO Role (EXCLUSIVE)". Variety. Retrieved July 20, 2019.
- ^ "Shari Redstone's Vision of a Merged CBS-Viacom Begins to Take Shape". The Hollywood Reporter. July 19, 2019. Retrieved August 7, 2019.
CBS' plan to acquire Viacom for up to $15.4 billion could be announced Aug. 8, giving its controlling shareholder the ability to leverage IP like 'Star Trek' across film and TV to better compete with Disney, Netflix and the rest.
- ^ "CBS, Viacom Reach Tentative Deal on Team to Lead Combined Company". The Wall Street Journal. August 2, 2019. Retrieved August 3, 2019.
- ^ Lafayette, Jon (August 7, 2019). "CBS-Viacom Deal Won't Make Deadline". Broadcasting Cable.
- ^ Bouma, Luke (August 7, 2019). "CBS & Viacom's Merger Announcement is Reportedly Delayed as Talks Continue". Cord Cutters News.
- ^ Gasparino, Charles; Moynihan, Lydia (August 13, 2019). "CBS, Viacom agree to merge, forming a $28B entertainment firm". Fox Business. Retrieved August 13, 2019.
- ^ Szalai, George; Bond, Paul; Vlessing, Etan (August 13, 2019). "CBS, Viacom Strike Deal to Recombine". The Hollywood Reporter. Retrieved August 15, 2019.
- ^ a b c "CBS and Viacom To Combine" (PDF). CBS. August 12, 2019.
- ^ Steinberg, Brian (October 28, 2019). "Viacom, CBS Set to Merge in Early December". Variety. Retrieved October 28, 2019.
- ^ Weprin, Alex (October 29, 2019). "Viacom-CBS Merger Now Expected to Close in 'Early December'". Billboard. Retrieved October 29, 2019.
- ^ "CBS Corporation and Viacom Inc. Announce Expected Closing Date of Merger". Business Wire. November 25, 2019. Retrieved November 26, 2019.
- ^ "CBS and Viacom Reveal December Merger Date - Mark Your Calendars". November 25, 2019.
- ^ Weprin, Alex (December 4, 2019). "Bob Bakish's Memo to ViacomCBS Staff: Merger "A Historic Moment"". The Hollywood Reporter. Retrieved December 4, 2019.