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Viacom Board Forms Special Committee to Evaluate National Amusements Pitch.

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M2 EQUITYBITES-October 3, 2016-Viacom Board Forms Special Committee to Evaluate National Amusements Pitch

(C)2016 M2 COMMUNICATIONS http://www.m2.com

3 October 2016 - The board of directors of media company Viacom Inc. (NASDAQ: VIAB) has formed a special committee of independent directors to evaluate the request by Sumner Redstone's National Amusements that Viacom explore a potential combination with US-based media firm CBS (NYSE: CBS), the company said.

National Amusements, directly and through subsidiaries, owns approximately 80% of the class A (voting) common stock of both Viacom and CBS.

The special committee is comprised of independent directors Thomas May and Nicole Seligman, who will act as co-chairs, and Kenneth Lerer, Judith McHale, Ronald Nelson and Charles Phillips.

The special committee has retained Debevoise and Plimpton LLP as its independent legal advisor, and expects to retain an independent financial advisor.

Late last week, National Amusements asked the boards of CBS and Viacom to consider a potential combination of the companies, the firm said.

In a letter to the companies' respective boards, National Amusements said it believes that a combination of CBS and Viacom might offer substantial synergies that would allow the combined company to respond even more aggressively and effectively to the challenges of the changing entertainment and media landscape.

National Amusements said its tentative view is that the optimal structure would be an all-stock transaction in which the stockholders of each company would receive shares in the combined company of the same class as they currently hold.

None of Sumner M. Redstone, Shari E. Redstone or CBS director David R. Andelman will vote as directors on the consideration...

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