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CBS sues majority shareholder Shari Redstone to halt Viacom merger

15 May 2018

National Amusements, a privately held movie theater company owned by Sumner Redstone and his daughter Shari, own a majority of the voting shares in both companies. Both companies are under the umbrella of Redstone-controlled holding company National Amusements.

The complaint states that the Redstones and their company National Amusements are planning to use their power as "controlling stockholder" to approve a merger of Viacom and CBS just days after it was unanimously rejected by members of a Special Committee of the corporation's Board of Directors.

The lawsuit filed in the Chancery Court in the state of DE claims "breaches of fiduciary duty" by Shari Redstone and National Amusements Inc.

CBS said the committee is seeking to "protect stockholders' interests and unlock significant stockholder value". Norinchukin Bank The now owns 28,209 shares of the company's stock valued at $869,000 after purchasing an additional 1,955 shares in the last quarter.

National Amusements controls a similar share of the vote at Viacom. A sticking point in merger talks is what role her handpicked lieutenant - Viacom CEO Bob Bakish - would play.

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Just this year, the 51-year-old Mexican-born actor has sold four television shows about women to different outlets. She said: "He only responded to two women.

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

National Amusements believes a deal is needed for the two media companies to gain scale and compete with growing internet powers Netflix Inc and Amazon.com Inc pushing deeper into the media business. The firm has "Hold" rating by Loop Capital given on Friday, November 17.

Redstone has said that she would like CBS Chief Executive Leslie Moonves to serve as chief executive of the combined company for at least two years.

In a sign that CBS is keeping the door open to negotiations with Redstone, CBS said in its lawsuit that if it is granted an injunction against Redstone, it would agree not to issue the dividend once it approves it, pending further orders from the court. The move would allow the company to "more fully evaluate strategic alternatives". While there may be an obvious cultural misalignment between Verizon and CBS, a tie-up between the No. 1 USA wireless carrier and the TV-network owner would be a natural response to the $109 billion pending merger between their rivals, AT&T Inc. and Time Warner Inc.

Indeed, CBS shareholders appear to be more content without the weight of a relaunched Viacom to worry about. "With the expectation that the Redstones may attempt to interfere with the planned meeting, CBS in a preemptive measure is demanding a temporary restraining order from a DE judge".

CBS sues majority shareholder Shari Redstone to halt Viacom merger