Friday, 17 August, 2018

CBS Sues Controlling Shareholder National Amusements, Accuses Shari Redstone Of Undermining Board

CBS declares war on Shari Redstone over Viacom merger Shari Redstone has said CBS and Viacom would be stronger if merged
Russell Knight | 15 May, 2018, 15:01

It's shaping up to be a headline-grabbing week for CBS Corp. Although NAI holds voting power in CBS, it only owns just over 10 percent of the economic interest in CBS.

CBS' special committee will meet on May 17 to discuss its options.

CBS has filed a lawsuit against its biggest shareholder, who is pushing to merge the U.S. broadcaster with Paramount film studio-owner Viacom.

National Amusements, the investment vehicle controlled by the Redstone Family, owns almost 80 percent of Class A voting shares. Redstone filled Sumner Redstone's newly vacant board seat with the Redstones' personal lawyer, who has since been instructing management and other directors on Ms. Redstone's and National Amusements' wishes, including the desire to replace certain directors.

Taking the fight over a CBS-Viacom remerger to a new level, CBS on Monday filed a lawsuit against its controlling stakeholder Shari Redstone and National Amusements.

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CBS has requested a temporary restraining order to prevent Redstone from interfering with a special meeting of the company's board directors on Thursday, at which CBS plans to propose a Class A common stock dividend that would dilute Redstone's National Amusements' voting interest from approximately 79 to 17 percent.

The dividend "would enable the company to operate as an independent, non-controlled company, and more fully evaluate strategic alternatives", a CBS statement said. "CBS's stock price has dropped from almost $70 per share to almost $50 per share since merger talks were reinstated-a loss of approximately $7 billion in market cap suffered by the Class B stockholders".

It said it believes the lawsuit was filed because the holding company had expressed concerns over "bullying and intimidation" of a CBS board member, but it did not elaborate.

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

"Ensuring the long-term success of CBS continues to be NAI's sole interest". Shari Redstone now wants to bring together the two businesses, and is making her second attempt since 2016, a move strongly opposed by the CBS board. "We intend to defend our position vigorously and look forward to presenting our arguments in court".

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