CBS Asks AT&T for Details on Deal Talks -- WSJ
August 08 2018 - 3:02AM
Dow Jones News
By Joe Flint
This article is being republished as part of our daily
reproduction of WSJ.com articles that also appeared in the U.S.
print edition of The Wall Street Journal (August 8, 2018).
CBS Corp. is seeking information from AT&T Inc. about
conversations it had in 2016 with National Amusements Inc., the
controlling shareholder of CBS, about a potential acquisition of
the media company, according to a court filing.
A CBS subpoena, filed Tuesday in Delaware Chancery Court, comes
as the company is in a legal battle with National Amusements and
its president, Shari Redstone, for control of the company.
One of CBS's arguments in trying to strip National Amusements of
voting control is that Ms. Redstone has tried to force CBS to merge
with embattled sister company Viacom Inc., while passing up
opportunities for other deals that would be better for
shareholders.
In its filing, CBS requested documents of communications
AT&T had with Ms. Redstone relating to "a potential merger,
combination, or other strategic transaction" involving CBS, Viacom
or a combination with the two.
The subpoena cites a Wall Street Journal article from June that
reported AT&T Chief Executive Randall Stephenson met with Ms.
Redstone in 2016 and expressed interest in acquiring CBS Corp.,
before AT&T ultimately set its sights on acquiring Time
Warner.
Ms. Redstone told Mr. Stephenson she wasn't interested in a
deal, people familiar with the gathering said. She didn't inform
the CBS board or Chief Executive Leslie Moonves of the meeting,
people close to CBS said.
AT&T, which closed its $81 billion takeover of Time Warner
in June, made its 2016 approach to CBS as part of a broader review
of media assets and possible deals, the Journal reported. An
AT&T spokesman declined to comment.
The government last year sued to block the Time Warner deal on
antitrust grounds and is appealing a U.S. District Court decision
that cleared the way for AT&T to close the deal.
A spokeswoman for Ms. Redstone referred to a previous statement
acknowledging that Ms. Redstone had a "brief introductory meeting"
with Mr. Stephenson in 2016 but doesn't recall him expressing any
potential interest in acquiring CBS or Viacom.
The Delaware legal fight centers on control of CBS. In May, CBS
issued a dividend to shareholders that would dilute National
Amusements' voting stake from 80% to about 20%. National Amusements
changed its CBS bylaws to block the move by requiring a
supermajority of board members to take such an action. Trial is
scheduled for this fall.
As the National Amusements-CBS fight continues, Mr. Moonves is
separately under investigation by the CBS board over allegations of
sexual harassment that surfaced in a recent New Yorker article. The
CBS board has retained two law firms to conduct an investigation
into Mr. Moonves and the overall culture at CBS.
Mr. Moonves told the New Yorker he regretted any behavior that
made women uncomfortable but denied other aspects of the story that
suggested he had retaliated professionally against women who
rejected his advances.
(END) Dow Jones Newswires
August 08, 2018 02:47 ET (06:47 GMT)
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