Negotiations between CBS and Viacom went down to the wire on the day the long-gestating transaction was finally sealed on Aug. 13.
CBS Corp. and Viacom revealed the timeline of the merger talks in a Securities and Exchange Commission filing Thursday that runs more than 650 pages. Also Thursday, CBS and Viacom said the shares of the newly minted ViacomCBS will trade on the Nasdaq market, where Viacom shares have been listed for years. CBS at present is listed on the New York Stock Exchange.
The filing offers details of the wrangling between the boards of CBS and Viacom and with the controlling shareholder in both companies, the Redstone family’s National Amusements Inc. (NAI). When CBS and Viacom fielded competing proposals for the combined company’s moniker, it was NAI that settled on ViacomCBS. ViacomCBS shares will trade under the ticker symbol VIACA (for the preferred shares largely held by NAI) and VIAC (for the common shares).
The filing sheds light on the sticking points in the negotiations that heated up in earnest in June. Viacom president-CEO Bob Bakish had an audition of sorts with the CBS board of directors before they agreed on Viacom’s push that he be named ViacomCBS CEO. CBS’ acting CEO Joseph Ianniello had multiple meetings with Shari Redstone, who is set to become chair of ViacomCBS, prior to accepting the CBS board’s demand that Ianniello have a “significant” executive role in the combined company.
The disclosure also reveals that Viacom dropped its asking price five times between Aug. 2 and Aug. 12, the day the sides agreed on a stock exchange ratio of 0.5965 shares of CBS for every Viacom share held. CBS’ board was insistent that the deal value Viacom at or near its market cap at the time of the transaction. The deal unveiled Aug. 13 values Viacom at around $12.5 billion-$13 billion.
More to come