Verizon Expressed Interest In Acquiring CBS Before Viacom Talks Heated Up

CBS Corp. CEO Les Moonves

It's shaping up to be a headline-grabbing week for CBS Corp.

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.

The board of the U.S. broadcaster wants to prevent what it sees as "interference" from National Amusements Inc (NAI), the company controlled by Sumner Redstone and his daughter Shari, in a meeting called to discuss the merger. On Friday, CBS will hold its annual shareholders meeting. "The Redstones have made it clear they would like to see CBS merge with Viacom".

After a year and a half of resisting National Amusements's entreaties to pair up the businesses, CBS chose to challenge its controlling shareholder - a move that could give its leadership greater power to merge with other companies.

"The Special Committee members, all independent directors of the Company, unanimously believe that the CBS Board has a fiduciary duty to act now to protect all stockholders and prevent Ms. Redstone from further breaches of her fiduciary duties", CBS in the lawsuit. If the dividend is issued, National Amusements' voting interest would be diluted to under 17 percent.

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National Amusements controls a similar share of the vote at Viacom.

The dividend "would enable the company to operate as an independent, non-controlled company, and more fully evaluate strategic alternatives", a CBS statement said.

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.

Viacom and CBS first split in 2006, and the recent lawsuit comes after months of talks between the two about a potential remerger. It had "absolutely no intention of replacing the CBS board or forcing a deal that was not supported by both companies". "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".

Indeed, CBS shareholders appear to be more content without the weight of a relaunched Viacom to worry about. "We intend to defend our position vigorously and look forward to presenting our arguments in court".

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