In recent months, Shari Redstone, president of National Amusements and vice chair of both CBS and Viacom, has pushed for CBS and Viacom to re-merge. On Friday, CBS will hold its annual shareholders meeting. Redstone reportedly expressed her willingness to replace CBS directors to compel a merger with Viacom regardless of the Special Committee's process, deliberations, and conclusion'.
This surprising turn of events comes after CBS, Viacom and National Amusements spent months discussing a potential remerger of CBS and Viacom, approximately 12 years after the companies first split.
National Amusements, the investment vehicle controlled by the Redstone Family, owns almost 80 percent of Class A voting shares.
As part of an effort to loosen control by its parent and controlling company - effectively stopping it from merging with Viacom - CBS has filed a lawsuit against National Amusements alleging "breaches of fiduciary duty".
"The dividend would not dilute the economic interests of any CBS stockholder", CBS said in a press release. "If consummated, the dividend would enable the company to operate as an independent, non-controlled company and more fully evaluate strategic alternatives".
Indeed, CBS shareholders appear to be more content without the weight of a relaunched Viacom to worry about.
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The agreed upon price was a ratio of 0.6135 CBS shares for every Viacom class B share.
Neither CBS nor National Amusements would comment, and Verizon did not respond to multiple requests seeking comment.
"Ensuring the long-term success of CBS continues to be NAI's sole interest".
"Ms. Redstone has acted to undermine the management team, including, without board authority, talking to potential CEO replacements, deriding the chief operating officer and threatening to change the board", the complaint said. "We intend to defend our position vigorously and look forward to presenting our arguments in court".