CBS Corp. sues majority shareholder to gain independence

15 May, 2018, 21:50 | Author: Donna Miller
  • CBS Sues Controlling Shareholder National Amusements Accuses Shari Redstone Of Undermining Board

Shari Redstone was surprised by the lawsuit, particularly since CBS and Viacom had informally agreed on a stock exchange ratio for a deal of 0.6135 CBS shares for every Viacom class B share, according to people familiar with the situation.

In its lawsuit, CBS said that its stock has fallen from almost $70 to around $50 in the last several months-an approximately $7 billion loss in market cap born by Class B stockholders.

CBS sued Shari Redstone's National Amusements, the controlling shareholder of both companies, on Monday to block her from to interfering at a special board meeting where the merger would be considered.

National Amusements called the lawsuit "outrageous" and said that it disputes CBS' "characterization of recent events.We intend to defend our position vigorously and look forward to presenting our arguments in court".

While National Amusements owns just over 10 percent of CBS's overall shares, Ms. Redstone and her family effectively have just under 80 percent of the company's voting power. If the dividend is issued, National Amusements' voting interest would be diluted to under 17 percent.

National Amusements could not immediately be reached for comment.

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CBS does not want to be weighed down by Viacom's struggling cable channels.

The network suit is an effort to stop Shari Redstone from copying her father's 2016 gambit to reassert control over the Viacom board once questions arose about whether the billionaire's mental capabilities were waning.

NAI has voting control of both CBS and Viacom.

CBS and Viacom formed special committees to explore the merger in February.

"The special committee [of the CBS board] has taken this step because it believes it is in the best interests of all CBS stockholders, is necessary to protect stockholders' interests and would unlock significant stockholder value", CBS said in a news release. Since then, the two sides have argued over price and who will lead the combined company.

"Ms. Redstone has acted to undermine the management team, including, without board authority, talking to potential CEO replacements, deriding the chief operating officer and threatening to change the board", CBS officials said in the suit, filed in Delaware Chancery Court.

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