CBS Corporation (NYSE:CBS) entered into a definitive agreement to acquire Viacom Inc. (NasdaqGS:VIAB) from National Amusements Inc. (‘NAI') and other shareholders for $11.7 billion on August 13, 2019. Under the terms of the merger agreement, each Viacom Class A voting share and Viacom Class B non-voting share will convert into 0.59625 of a Class A voting share and Class B non-voting share of CBS, respectively. Each Viacom equity award and option outstanding will be converted automatically into the same type of award with respect to CBS common stock, generally on the same terms and conditions, but after providing for preservation of the value of the security. All performance conditions on the equity awards will be measured based on the attainment of actual performance if the performance period has been completed prior to completion, and otherwise at target performance. Awards held by non-employee directors who will not serve on the board of directors of the combined company will vest immediately prior to completion of the transaction. Existing CBS shareholders will own approximately 61% of the combined company and existing Viacom shareholders will own approximately 39% of the combined company on a fully diluted basis. National Amusements will own 79.4% of the combined company's Class A shares and 10.1% of fully diluted shares. Pursuant to the transaction, CBS will be the surviving corporation. The combined company will be known as ViacomCBS Inc. As of October 16, 2019, CBS expects that the ViacomCBS Class A Common Stock and ViacomCBS Class B Common Stock will be listed on NASDAQ under the new ticker symbols “VIACA” and “VIAC” respectively. Viacom would be required to pay CBS a termination fee of $373 million while CBS is liable to pay a fee of up to $560 million in the event of termination of the merger agreement under certain circumstances.

Robert M. Bakish, President and Chief Executive Officer of Viacom, will become President and Chief Executive Officer of the combined company. Joseph R. Ianniello, President and Acting Chief Executive Officer of CBS, will become Chairman and Chief Executive Officer of CBS. The leadership team of the combined company will include Christina Spade as Executive Vice President and Chief Financial Officer; and Christa D'Alimonte as Executive Vice President, General Counsel and Secretary. The agreement provides that the combined company will have an audit committee chaired by Barbara M. Byrne, a Compensation Committee chaired by Brian Goldner and a Nominating and Governance Committee chaired by Nicole Seligman. Anthony DiClemente will be the Executive Vice President, Investor Relations of ViacomCBS. Julia Phelps will be the Executive Vice President, Chief Communications and Corporate Marketing Officer of ViacomCBS, effective upon closing of the deal to combine CBS and Viacom. Julia Phelps will report to Bob Bakish, President and Chief Executive Officer, Viacom, who will serve as President and Chief Executive Officer of ViacomCBS upon close. Doretha Lee will serve as Executive Vice President, Global Public Policy and Government Relations of ViacomCBS, reporting to Bob Bakish. Concurrent with the execution and delivery of the agreement, Viacom, CBS, NAI and certain other persons affiliated or associated with NAI entered into a governance agreement which will govern, among other things, the composition of the combined company Board following closing until the second anniversary of the closing.

The transaction is subject to the approval by CBS and Viacom Class A shareholders, regulatory approvals, listing approval for consideration shares, effectiveness of the registration statement of CBS in regard to the consideration shares, receipt by each of CBS and Viacom of certain tax opinions and resignation of certain directors and officers of CBS and Viacom. NAI, which holds approximately 78.9% and 79.8% of the Class A voting shares of CBS and Viacom respectively, has entered into support agreement whereby it has agreed to deliver consents sufficient to assure approval of the transaction. As of October 28, 2019, NAI approved the transaction. More than two-thirds of the CBS Directors unaffiliated with NAI (and all of those unaffiliated directors who voted on the transaction) have approved the transaction. The merger agreement was approved by the Boards of Directors of both CBS and Viacom by unanimous vote of those present, upon the unanimous recommendations of special committees of CBS and Viacom Boards of Directors, respectively. The CBS board of directors recommends that CBS stockholders vote for the merger. As of October 16, 2019, the agreement was amended and as per amended terms, at the effective time of the merger, CBS will voluntarily delist the CBS Common Stock from the NYSE and will list the ViacomCBS Common Stock shares, including the shares of CBS Common Stock issued and outstanding immediately prior to the effective time of the merger. As of October 25, 2019, the registration statement on Form S-4 filed by CBS with the U.S. Securities and Exchange Commission declared effective. The transaction is expected to close by the 2019 calendar year end. As of October 28, 2019, the transaction is expected to close by early December 2019. The transaction is expected to be EPS accretive to CBS.
Centerview Partners LLC and Lazard Frères & Co. LLC acted as financial advisors to the special committee of CBS Board of Directors and provided a fairness opinion to CBS. Robert B. Schumer, Ariel J. Deckelbaum, Michael Vogel, John Kennedy, Kelley Parker, Patrick Campbell, Patricia Vaz de Almeida, Frances Mi, Brad Karp, Jaren Janghorbani, Bruce Birenboim, Lewis Clayton, Rick Rule, Daniel Mason, David Sicular, Lawrence Witdorchic, Jarrett Hoffman, Chuck Googe, Peter Fisch, Alan Halperin, Marta Kelly, Carolyn Casselman, William O'Brien and Richard Elliott of Paul, Weiss, Rifkind, Wharton & Garrison LLP acted as legal advisors to the special committee of CBS Board. Eric Schiele and James Hu of Kirkland & Ellis acted as legal advisors for Centerview Partners LLC and Lazard Frères & Co. LionTree Advisors LLC and Morgan Stanley & Co. LLC acted as financial advisors to special committee of Viacom's Board of Directors and provided a fairness opinion to Viacom. Faiza J. Saeed, O. Keith Hallam, Eric W. Hilfers, Jonathan J. Katz, Stephen L. Gordon, Lauren Angelilli, David J. Kappos, Matthew Morreale, Damien R. Zoubek and Brian M. Budnick of Cravath, Swaine & Moore LLP acted as legal advisors to the special committee of Viacom's Board of Directors. Creighton Condon, Daniel Litowitz, Nathan Tasso, Michael Shulman, Denise Grant, Stephen Giove, Lona Nallengara, Lisa Jacobs, James Weber, John J. Cannon, James Webber and Wayne Dale Collins of Shearman & Sterling LLP acted as legal advisors to Viacom. Adel Aslani-Far and David Kurzweil of Latham & Watkins represented LionTree Advisors and Morgan Stanley. Evercore acted as financial advisor and Christopher Austin, Paul Tiger, Meredith Kotler, Meyer Fedida, J.J. Gifford, Heide Ilgenfritz, Andrea Basham, Arthur Kohn and Mary Alcock of Cleary Gottlieb Steen & Hamilton LLP acted as legal advisors for NAI. Moelis & Company acted as financial advisor to CBS Corporation. Kathy Fenton and Carsten Gromotke of Jones Day acted as legal advisors to CBS Corporation. JPMorgan Chase & Co. (NYSE:JPM) acted as financial advisor to CBS Corporation. MacKenzie Partners, Inc. is acting as Information Agent for CBS and Viacom. Chuck Samuelson, Ken Lefkowitz, Jenny Graham, Spencer Harrison and Gary Simon of Hughes Hubbard & Reed LLP acted as legal advisors to CBS Corp.

CBS Corporation (NYSE:CBS) completed the acquisition of Viacom Inc. (NasdaqGS:VIAB) from National Amusements Inc. (‘NAI') and other shareholders on December 4, 2019. At the effective time of the merger, Viacom merged with and into CBS, with CBS continuing as the surviving company, and the combined company changed its name to ViacomCBS Inc. ViacomCBS Class A and Class B shares will begin trading on the Nasdaq Global Select Market on December 5, 2019 under the ticker symbols “VIACA” and “VIAC”, respectively. As of December 3, 2019, Board of Directors of CBS appointed each of Robert M. Bakish, Judith A. McHale, Ronald L. Nelson, Charles E. Phillips, Jr. and Nicole Seligman (“New Director Appointees”) to the ViacomCBS Board and on December 4, 2019, Gary L. Countryman, Martha L. Minow and Strauss Zelnick resigned from the Board of Directors of CBS. As a result of these changes, ViacomCBS Board has 13 directors, consisting of the New Director Appointees, Candace K. Beinecke, Barbara M. Byrne, Brian Goldner, Linda M. Griego, Robert N. Klieger, Shari E. Redstone, Susan Schuman and Frederick O. Terrell.