CBS sues National Amusements over Viacom remerger fight

CBS rebels sues Redstone family to block Viacom merger

Modal Trigger Les Moonves and Shari Redstone Getty Images

Ms. Redstone recently once again proposed a CBS-Viacom merger, which the special committee concluded is not in the best interests of CBS and its stockholders.

CBS and a special committee of its board of directors on May 14 sued controlling owner National Amusements. Redstone had pressed for a deal in 2016, but CBS contends in its lawsuit that those negotiations came to a halt as soon as CBS insisted the combined company would operate outside of Redstone's control for at least five years. It's unclear how far these talks had progressed, with some characterizing the conversations as early stage.

Sumner Redstone split his media empire into two pieces 12 years ago, creating CBS and Viacom in their present form.

The company is seeking a temporary restraining order "to prevent Ms. Redstone and National Amusements from attempting to replace the board or modify the company's governance documents before any board action taken at the special board meeting becomes effective".

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Indeed, CBS shareholders appear to be more content without the weight of a relaunched Viacom to worry about.

National Amusements may view a combined media property, whose assets include a top broadcast network, a film studio and multiple cable outlets, as positioned to fetch a higher price from a potential acquirer.

Lawyers for CBS reveal in the filing that the board of directors plans to hold an emergency meeting on Thursday to discuss ways to dilute National Amusement's voting power moving forward.

CBS has filed a lawsuit against its biggest shareholder, who is pushing to merge the United States broadcaster with Paramount film studio-owner Viacom. "In that case, we could see more interest among pipes/platform companies in acquiring meaningful legacy brands".

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News of the lawsuit sent CBS shares up almost 3 percent and Viacom shares down more than 6 percent.

Mid-Monday morning trading of CBS stock was up 1.2% to $53.23; Viacom was down 7% to $28.15.

In a statement, NAI said it had no intention of forcing a deal that did not have the support of both companies.

Shari Redstone, acting on behalf of her father, effectively controls both firms through National Amusements' special voting shares.

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Redstone wants the two companies to combine, and this is the second time in two years that she has tried to make a merger happen.

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