ViacomCBS

ViacomCBS, Inc. is an American multinational mass media conglomerate based in New York City. The corporation was formed via the merger of CBS Corporation and the second incarnation of Viacom on December 4, 2019, which were created from the spilt of the original Viacom in 2005. The company has interests in film, television, publishing and digital media.

The company's main assets include the Paramount Pictures film studio, CBS Entertainment Group (consisting of CBS-branded properties including the namesake CBS network, CBS Television Studios, CBS Television Stations, CBS Interactive and a 50% interest in The CW), Domestic Media Networks (consisting of basic and premium-tier cable television networks including MTV, Nickelodeon, BET, Comedy Central, Showtime, etc.) International Media Networks (consisting of international versions of domestic ViacomCBS networks as well as region-specific networks including Channel 5 in the UK and Ten Network Holdings in Australia) and publishing company Simon & Schuster.

= Background = In 1952, CBS formed a syndication division CBS Films, which handled syndication rights for CBS’ library of television series. This division was renamed CBS Enterprises Inc. in January 1968, and then renamed again to Viacom in 1970. In 1971, this syndication division was spun off amid new FCC rules forbidding television networks from owning syndication companies (the rules were later repealed). In 1986, Viacom was acquired by its present owner, the theater operator company National Amusements. In 1999, Viacom made its biggest acquisition to date by announcing plans to merge with its former parent CBS Corporation (the renamed Westinghouse Electric Corporation, which had merged with CBS in 1995). The merger was completed in 2000, resulting in CBS reuniting with its former syndication division. On January 3, 2006, Viacom was split into two companies: CBS Corporation, the former's corporate successor and the spun-off Viacom company.

=History=

Formation
On September 29, 2016, National Amusements sent a letter to Viacom and CBS Corporation, encouraging the two companies to merge back into one company. On December 12, the deal was called off.

On January 12, 2018, CNBC reported that Viacom had re-entered talks to merge back into CBS Corporation, after the merger of AT&T-Time Warner and Disney's acquisition of 21st Century Fox assets were announced. Viacom and CBS also faced heavy competition from companies such as Netflix and Amazon. Shortly afterward, it was reported that the combined company could be a suitor for acquiring the film studio Lionsgate. Viacom and Lionsgate were both interested in acquiring The Weinstein Company. Following the Weinstein effect, Viacom was listed as one of 22 potential buyers that were interested in acquiring The Weinstein Company. They lost the bid, and on March 1, 2018, it was announced that Maria Contreras-Sweet would acquire all of TWC's assets for $500 million.

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 Robert Bakish be maintained as president and COO under Moonves. These conflicts had resulted from Shari Redstone seeking more control over CBS and its leadership.

Eventually, on May 14, 2018, CBS Corporation sued its and Viacom's parent company National Amusements and accused Shari Redstone of abusing her voting power in the company and forcing a merger that was not supported by it or Viacom. CBS also accused Redstone of discouraging Verizon Communications from acquiring it, which could have been beneficial to its shareholders.

On May 23, 2018, Les Moonves stated that he considered the Viacom channels to be an "albatross," and while he favored more content for CBS All Access, he believed that there were better deals for CBS than the Viacom deal, such as Metro-Goldwyn-Mayer, Lionsgate or Sony Pictures. Moonves also considered Bakish a threat because he did not want an ally of Shari Redstone as a board member of the combined company.

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.

On May 30, 2019, CNBC reported that CBS Corporation and Viacom would explore merger discussions in mid-June 2019. 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. Reports said that CBS and Viacom reportedly set August 8 as an informal deadline for reaching an agreement to recombine the two media companies. CBS announced to acquire Viacom as part of the re-merger deal for up to $15.4 billion.

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 Robert Bakish serving as CEO of the combined company with president and acting CEO of CBS, Joseph Ianniello, overseeing CBS-branded assets. On August 7, 2019, CBS and Viacom separately reported their quarterly earnings as the talks about the re-merger continued.

Beginning of operations
On August 13, CBS and Viacom officially announced their merger; the combined company will be named ViacomCBS. Shari Redstone will also serve as chairwoman of the new company.

Upon the merger agreement, Viacom and CBS jointly announced that the transaction is expected to close by the end of 2019, pending regulatory and shareholder approvals. The merger must be approved by the Federal Trade Commission.

On October 28, 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.

On November 25, Viacom and CBS announced the merger would close on December 4 and begin trading NASDAQ on December 5. On December 4, 2019, Bakish confirmed that the ViacomCBS merger had closed.

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