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Monday, December 30


News

Inside a Transformative 2019 for ViacomCBS -- and What's to Come in 2020

VIAB

More than perhaps any other company, 2019 was a game-changing year for ViacomCBS(NASDAQ: VIAC). While it's well known that Viacom and CBS finally consummated their merger in December, 13 years after they had initially split apart in 2006, the combined companies also made several other big moves in 2019. Here's a rundown of the all the big events that happened for CBS and Viacom in 2019 -- and what's in store for 2020. With an influx of new streaming services hitting the market in late 2019 and early 2020, ViacomCBS appears to have a solid position with the leading free streaming service -- though more competition will be dropping next year when NBCUniversal drops Peacock, which is supposed to have a free ad-supported tier. And The Wall Street Journal just reported that NBCUniversal parent Comcast(NASDAQ: CMCSA) is in advanced talks to acquire another free streaming service, Xumo, to add to its arsenal. This had seemed improbable to many, with the rise of cord-cutting and a fragmenting viewership for cable TV audiences. However, under CEO Bob Bakish's leadership, the combination of Viacom's targeted advertising technology, increased inventory from PlutoTV, and solid content across Viacom's niche-oriented channels helped turn the TV ad segment around. While streaming competition still looms large heading into 2020, the return to ad revenue growth means Viacom shouldn't be counted out and that a long-term decline isn't inevitable.

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Wednesday, December 25


News

Viacom sold out investors in CBS merger, pension fund says

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Viacom sold out investors in CBS merger, pension fund says by JEF FEELEY AND CHRISTOPHER YASIEJKO BLOOMBERG NEWS | Today at 1:54 a.m. Media mogul Shari Redstone and other Viacom Inc. directors were accused by a pension fund of selling out the entertainment company's shareholders by ramming through an $11.7 billion merger with CBS Corp. Redstone, who also is CBS's controlling shareholder, and her colleagues on Viacom's board "expropriated potentially billions of dollars from Viacom's minority stockholders" by agreeing to a deal that was unfavorable to investors, lawyers for the fund said in a complaint in Delaware Chancery Court that was unsealed Monday. The combination, which closed earlier this month, with unanimous approval from special board committees of CBS and Viacom, re-joined the United States' most-watched TV network with the parent of Paramount Pictures and cable channels such as MTV and Nickelodeon. In the complaint, the Employees' Retirement System of the City of Kansas City, Missouri Trust, seeks damages rather than a court order unwinding the merger. The Redstone family decided to spin off CBS in 2006 as part of a bid to unlock greater shareholder value.

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Thursday, December 19


News

New Legal Group Begins to Take Shape at ViacomCBS

VIAB

ViacomCBS Inc. has tapped Henry Moniz as compliance chief, the latest in a series of top legal appointments by the newly-minted media giant, according to an internal memo viewed by Bloomberg Law. Moniz will report as compliance chief to ViacomCBS president and CEO Robert Bakish, and as chief audit executive to Barbara Byrne, chair of the audit committee for the combined company’s board of directors. Former Shearman & Sterling partner Christa D’Alimonte, who replaced Michael Fricklas as Viacom’s general counsel in 2017, is now executive vice president, general counsel, and corporate secretary for the combined company, a leadership section on ViacomCBS’ new website shows. Veronica Jordan will also continue to serve as general counsel for Simon & Schuster Inc. Jordan, who initially joined the New York-based book publisher owned by CBS in 1995, was promoted to Simon & Schuster’s general counsel role in March to succeed Hazel-Ann Mayers when the latter returned to CBS to serve as an executive vice president and chief business ethics and compliance officer. Other attorneys on the ViacomCBS board include Hughes Hubbard & Reed senior partner Candace Beinecke, Hueston Hennigan partner Robert Klieger, former Sony Corp. general counsel Nicole Seligman, as well as New York Law School graduate and Infor Inc. CEO Charles Phillips Jr. Hughes Hubbard advised CBS on its $11.7 billion merger with Viacom, while Klieger took over Sumner Redstone’s former board seat at CBS two years ago after representing the Redstones in their bid to oust former Viacom CEO Philippe Dauman.

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Monday, December 09


News

Bob Bakish Gives First Hints of How Viacom and CBS Will Work Together

VIAB

Newly-minted ViacomCBS CEO Bob Bakish spent much of his time Monday during the UBS Global TMT Summit in New York discussing how the two formerly-separate companies will work together. For starters, James Corden’s “Late Late Show” on CBS will get next-day replays on Comedy Central and Viacom networks like MTV will air ancillary programming during the Grammys, which annually air on CBS. CBS All Access is getting an infusion of programming from Viacom networks, with Bakish specifically citing Nickelodeon, while Paramount films will air on Showtime. First announced in August, the merger between Viacom and CBS took effect after the closing bell on Dec. 4, with ViacomCBS Inc. will beginning trading on the Nasdaq the next morning under ticker symbols VIACA and VIAC. The move puts the CBS broadcast network, Viacom’s stable of cable channels like MTV and Nickelodeon, and the Paramount film and TV studio all under one roof. But with ViacomCBS far smaller than its bulked-up competitors like WarnerMedia and Disney, many industry analysts have wondered whether or not ViacomCBS is in the process of acquiring assets.

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Thursday, December 05


News

CBS and Viacom Are Reunited Once More as Merger Completes

VIAB

The two companies came together once again to seal the deal on Wednesday, four months after the boards of both parties agreed to an all stock-swap transaction. This new deal sees Viacom’s Paramount Pictures and subsequent cable channels, including MTV, Nickelodeon, Comedy Central and BET, come together with CBS’ broadcast network, Showtime, 28 O&O TV stations, CBS All Access, as well as Simon & Schuster. The new combined company is led by Viacom CEO Bob Bakish, who told Variety, "I can’t wait to get on with this. ViacomCBS is expected to generate annual revenue of approximately $28 billion and it has to its name the rights to 140,0000 episodes of TV and more than 3,600 movies, which equates to about 22% of all television content in the U.S. "We have an extraordinary opportunity to create value for a whole range of constituencies," Bakish said.

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News

CBS and Viacom complete merger

VIAB

The combined company, which is renamed ViacomCBS, creates a premium content powerhouse with global scale, including leadership positions in markets across the US, Europe, Latin America and Asia Pacific. “This is a historic moment that brings together two iconic companies to form one of the world’s most important content producers and providers,” said Bob Bakish, President and Chief Executive Officer of ViacomCBS. ViacomCBS will be home to more than 140,000 premium TV episodes and 3,600 film titles, with global production capabilities and more than $13 billion in annual content investment. Through the strength and scale of these assets, ViacomCBS will be well-equipped to maximise the value of its content for its own platforms and for others, as it meets the growing global demand for third-party premium content.

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Wednesday, December 04


News

Viacom and CBS Corp. are officially back together again

VIAB LYF

Viacom and CBS Corp. are again joining forces to bolster their positions in a rapidly changing industry that's pushing other media companies to bulk up. ViacomCBS Chairman Shari Redstone and ViacomCBS President and CEO Bob Bakish are expected to celebrate the new corporate combination Thursday morning with a ceremonial ringing of the opening bell at the Nasdaq Market Site in New York's Times Square. ViacomCBS, valued at about $30 billion when the merger was announced in August, is just the latest in a string of blockbuster media marriages. Both CBS Corp. and Viacom have long been controlled by Sumner Redstone, 96, and more recently his daughter, Shari, 65, through their family's privately owned company, National Amusements, which operates movie theaters in the U.S., U.K. and Latin America.

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News

ViacomCBS Announces Completion of the Merger of CBS and Viacom

VIAB

"This is a historic moment that brings together two iconic companies to form one of the world’s most important content producers and providers," said Bob Bakish, President and Chief Executive Officer of ViacomCBS. "Through the combination of CBS’s and Viacom’s complementary assets, capabilities and talented teams, ViacomCBS will create and deliver premium content for its own platforms and for others, while providing innovative solutions for advertisers and distributors globally. I am excited about the opportunity we have to serve our audiences, creative and commercial partners, and employees, while generating significant long-term value for our shareholders." 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 previously announced, as a result of the merger, each Viacom Class A share and Viacom Class B share converted into 0.59625 of a Class A share and Class B share of ViacomCBS, respectively. These risks, uncertainties and other factors include, among others: following the recently completed merger, the CBS and Viacom businesses may not be integrated successfully or such integration may be more difficult, time consuming or costly than expected and may not achieve anticipated synergies; operating costs, customer loss and business disruption, including difficulties in maintaining relationships with employees, customers, suppliers or vendors may be greater than anticipated as a result of the merger; the potential impact of unforeseen liabilities, future capital expenditures, expenses or failure to achieve anticipated revenues, costs savings, earnings and synergies from the merger on our financial condition and the management, expansion and growth of our business; litigation related to the merger; potential adverse reactions or changes to business relationships resulting from the merger; the ability to retain and hire key personnel and the uncertainties associated with leadership changes; the risk that the market price for ViacomCBS common stock may be affected by the consummation of the merger and factors different from those that have historically affected CBS and Viacom common stock; the anticipated tax treatment of the merger may not be obtained; risks associated with third-party contracts containing consent and/or other provisions that may be triggered by the merger; and other risks, uncertainties and factors described in our news releases and filings and Viacom’s and CBS’ filings with the Securities and Exchange Commission, including but not limited to Viacom’s Form 10-K for the fiscal year ended September 30, 2019, CBS’ Form 10-K for the fiscal year ended December 31, 2018 and their respective reports on Form 10-Q and Form 8-K subsequent to the filing of their annual reports on Form 10-K.

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News

CBS and Viacom Have Merged but Questions Remain About Company’s Future

VIAB

The long-awaited merger of CBS Corporation and Viacom will officially close late Wednesday, concluding media mogul Shari Redstone’s three-year battle to reunite the two companies. ViacomCBS also controls several streaming services, including CBS All Access and Pluto TV, and jointly operates The CW networks with the AT&T-owned WarnerMedia. Although the merger put several notable properties under one corporate roof, Wall Street hasn’t taken kindly to the deal. Though last month ViacomCBS appointed several corporate executives, many of whom were Viacom veterans, and recently announced new projects from Trevor Noah and Tyler Perry Studios, questions still remain about the combined entity’s long-term strategy. How is it going to operate as a consolidated entity? Regardless, some senior positions have been secured at a hefty price tag: CBS acting CEO Joseph Ianiello will collect $100 million in severance, despite receiving a new multi-million contract to remain at CBS, according to a Bloomberg report. As for the company’s streaming properties, CBS All Access is home to several “Star Trek” series, including the upcoming “Star Trek: Picard,” and already renewed a second season of its well-received “The Twilight Zone” reboot.

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Monday, December 02


News

Viacom CEO Bob Bakish to Participate in the UBS Global TMT Conference

VIAB

CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB, VIA) today jointly announced that Bob Bakish, current President and Chief Executive Officer of Viacom, and appointed President and Chief Executive Officer of ViacomCBS, will participate in a question and answer session during the UBS Global TMT Conference in New York, NY on Monday, December 9, 2019 at 12:15 p.m. A live webcast of the session will be available to the general public through a link on the Investors homepages of CBS’s website (investors.cbscorporation.com) and Viacom’s website (ir.viacom.com). CBS Corporation (NYSE: CBS.A, CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. Important risk factors that may cause such a difference include, but are not limited to: (i) the pending merger may not be completed on anticipated terms and timing, (ii) a condition to closing of the pending merger may not be satisfied, (iii) the anticipated tax treatment of the pending merger may not be obtained, (iv) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the pending merger, (v) litigation relating to the pending merger against CBS, Viacom or their respective directors, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the pending merger, (vii) any negative effects of the announcement, pendency or consummation of the pending merger on the market price of CBS’ or Viacom’s common stock and on CBS’ or Viacom’s operating results, (viii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the pending merger, (ix) the risks and costs associated with the integration of, and the ability of CBS and Viacom to integrate, the businesses successfully and to achieve anticipated synergies, (x) the risk that disruptions from the pending merger will harm CBS’ or Viacom’s business, including current plans and operations, (xi) the ability of CBS or Viacom to retain and hire key personnel and uncertainties arising from leadership changes, (xii) legislative, regulatory and economic developments, (xiii) the other risks described in CBS’ and Viacom’s most recent annual reports on Form 10-K and quarterly reports on Form 10-Q, and (xiv) management’s response to any of the aforementioned factors.

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