Viacom (NASDAQ: VIAB, VIA) and CBS (NYSE: CBS.A and CBS) today
jointly announced that Doretha (DeDe) Lea has been named Executive
Vice President, Global Public Policy and Government Relations of
ViacomCBS, effective upon closing of the proposed merger between
Viacom and CBS.
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the full release here:
https://www.businesswire.com/news/home/20191008005938/en/
DeDe Lea has been named Executive Vice
President, Global Public Policy and Government Relations,
ViacomCBS. Credit: Asa Mathat
In her role, Lea will oversee all government affairs and public
policy work for the combined company domestically and
internationally. She will report to Bob Bakish, President and Chief
Executive Officer of Viacom, who will serve as President and Chief
Executive Officer of ViacomCBS upon close.
“DeDe has been an incredible advocate for Viacom, our audiences
and the creative community over the past two decades,” said Bakish.
“She brings unmatched experience, relationships and leadership to
this role, and we’re thrilled she will serve as the voice of
ViacomCBS in Washington and in the highest levels of government
around the world.”
Lea has served as Executive Vice President, Global Government
Affairs of Viacom since 2013, having previously served as Executive
Vice President, Government Relations beginning in 2005. Her career
at Viacom began in 1997 as its Vice President of Government
Relations, and continued as the department’s Senior Vice President.
Previously, she was Vice President of Government Affairs for
Dallas-based television broadcasting company Belo Corporation, and
as Senior Vice President of Government Relations for the National
Association of Broadcasters.
Lea obtained a J.D. from Georgetown Law, and graduated cum laude
from Howard University with a B.A. in Broadcast Management. She
currently sits on the boards of the Congressional Black Caucus
Foundation and the MedStar Washington Hospital Center.
The proposed merger remains subject to regulatory approvals and
other customary closing conditions. It is expected to close by the
2019 calendar year end.
About Viacom
Viacom (NASDAQ: VIAB, VIA) creates entertainment experiences
that drive conversation and culture around the world. Through
television, film, digital media, live events, merchandise and
solutions, its brands connect with diverse, young and young at
heart audiences in more than 180 countries.
For more information on Viacom and its businesses, visit
http://www.viacom.com. Keep up with Viacom news by following it on
Twitter (twitter.com/Viacom), Facebook (facebook.com/Viacom) and
LinkedIn (linkedin.com/company/Viacom).
About CBS
CBS Corporation (NYSE: CBS.A and CBS) is a mass media company
that creates and distributes industry-leading content across a
variety of platforms to audiences around the world. The Company has
businesses with origins that date back to the dawn of the
broadcasting age as well as new ventures that operate on the
leading edge of media. CBS owns the most-watched television network
in the U.S. and one of the world’s largest libraries of
entertainment content, making its brand –“the Eye” – one of the
most-recognized in business. The Company’s operations span
virtually every field of media and entertainment, including cable,
publishing, local TV, film and interactive. CBS’ businesses include
CBS Television Network, The CW (a joint venture between CBS
Corporation and Warner Bros. Entertainment), Network 10 Australia,
CBS Television Studios, CBS Global Distribution Group, CBS Consumer
Products, CBS Home Entertainment, CBS Interactive, CBS All Access,
the Company’s direct-to-consumer digital streaming subscription
service, CBS Sports Network, CBS Films, Showtime Networks, Pop,
Smithsonian Networks, Simon & Schuster, CBS Television Stations
and CBS Experiences. For more information, go to
http://www.cbscorporation.com.
Important Information About the
Proposed Merger Between CBS and Viacom and Where To Find
It
In connection with the proposed merger between CBS Corporation
(“CBS”) and Viacom Inc. (“Viacom”), CBS will file with the Securities and
Exchange Commission (“SEC”) a
registration statement on Form S-4 that will include a joint
consent solicitation statement of CBS and Viacom and that will also
constitute a prospectus of CBS. CBS and Viacom may also file other
documents with the SEC regarding the proposed merger. This
communication is not a substitute for the joint consent
solicitation statement/prospectus or registration statement or any
other document which CBS or Viacom may file with the SEC. INVESTORS
AND SECURITY HOLDERS OF CBS AND VIACOM ARE URGED TO READ THE
REGISTRATION STATEMENT, WHICH WILL INCLUDE THE JOINT CONSENT
SOLICITATION STATEMENT / PROSPECTUS, AND ANY OTHER RELEVANT
DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders may obtain free copies of the
registration statement on Form S-4 (when available), which will
include the joint consent solicitation statement / prospectus, and
other documents filed with the SEC by CBS and Viacom through the
website maintained by the SEC at www.sec.gov or by contacting the
investor relations department of CBS (+1-212-975-4321 or
+1-877-227-0787; investorrelations@CBS.com) or Viacom
(+1-212-846-6700 or +1-800-516-4399;
investor.relations@Viacom.com).
Participants in the
Solicitation
CBS and Viacom and their respective directors and executive
officers may be deemed to be participants in the solicitation of
consents in respect of the proposed merger. Information regarding
CBS’ directors and executive officers, including a description of
their direct interests, by security holdings or otherwise, is
contained in CBS’ Form 10-K for the fiscal year ended December 31,
2018 and its proxy statement filed on April 12, 2019, both of which
are filed with the SEC. Information regarding Viacom’s directors
and executive officers, including a description of their direct
interests, by security holdings or otherwise, is contained in
Viacom’s Form 10-K for the fiscal year ended September 30, 2018 and
its proxy statement filed on January 25, 2019, both of which are
filed with the SEC. A more complete description and information
regarding directors and executive officers will be included in the
registration statement on Form S-4 or other documents filed with
the SEC when they become available. These documents (when
available) may be obtained free of charge from the SEC’s website at
www.sec.gov.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to subscribe for, buy
or sell, or the solicitation of an offer to subscribe for, buy or
sell, or an invitation to subscribe for, buy or sell any securities
or a solicitation of any vote or approval in any jurisdiction, nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Cautionary Notes on Forward-Looking
Statements
This communication contains “forward-looking statements” within
the meaning of the federal securities laws, including Section 27A
of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. In this context,
forward-looking statements often address expected future business
and financial performance and financial condition, and often
contain words such as “expect,” “anticipate,” “intend,” “plan,”
“believe,” “seek,” “see,” “will,” “would,” “may,” “target,” similar
expressions and variations or negatives of these words.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain, such as statements about the
consummation of the proposed merger and the anticipated benefits
thereof. These and other forward-looking statements are not
guarantees of future results and are subject to risks,
uncertainties and assumptions that could cause actual results to
differ materially from those expressed in any forward-looking
statements, including the failure to consummate the proposed merger
or to make any filing or take other action required to consummate
such transaction in a timely matter or at all. Important risk
factors that may cause such a difference include, but are not
limited to: (i) the proposed merger may not be completed on
anticipated terms and timing, (ii) a condition to closing of the
proposed merger may not be satisfied, including obtaining
regulatory approvals, (iii) the anticipated tax treatment of the
proposed merger may not be obtained, (iv) the potential impact of
unforeseen liabilities, future capital expenditures, revenues,
costs, expenses, earnings, synergies, economic performance,
indebtedness, financial condition and losses on the future
prospects, business and management strategies for the management,
expansion and growth of the combined business after the
consummation of the proposed merger, (v) potential litigation
relating to the proposed merger that could be instituted against
CBS, Viacom or their respective directors, (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the proposed merger, (vii) any
negative effects of the announcement, pendency or consummation of
the proposed merger on the market price of CBS’ or Viacom’s common
stock and on CBS’ or Viacom’s operating results, (viii) risks
associated with third party contracts containing consent and/or
other provisions that may be triggered by the proposed merger, (ix)
the risks and costs associated with the integration of, and the
ability of CBS and Viacom to integrate, the businesses successfully
and to achieve anticipated synergies, (x) the risk that disruptions
from the proposed merger will harm CBS’ or Viacom’s business,
including current plans and operations, (xi) the ability of CBS or
Viacom to retain and hire key personnel and uncertainties arising
from leadership changes, (xii) legislative, regulatory and economic
developments, (xiii) the other risks described in CBS’ and Viacom’s
most recent annual reports on Form 10-K and quarterly reports on
Form 10-Q, and (xiv) management’s response to any of the
aforementioned factors.
These risks, as well as other risks associated with the proposed
merger, will be more fully discussed in the joint consent
solicitation statement / prospectus that will be included in the
registration statement on Form S-4 that will be filed with the SEC
in connection with the proposed merger. While the list of factors
presented here and the list of factors to be presented in the
registration statement on Form S-4 are considered representative,
no such list should be considered to be a complete statement of all
potential risks and uncertainties. Unlisted factors may present
significant additional obstacles to the realization of
forward-looking statements. Consequences of material differences in
results as compared with those anticipated in the forward-looking
statements could include, among other things, business disruption,
operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material
adverse effect on CBS’ or Viacom’s consolidated financial
condition, results of operations, credit rating or liquidity.
Neither CBS nor Viacom assumes any obligation to publicly provide
revisions or updates to any forward-looking statements, whether as
a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by
securities and other applicable laws.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20191008005938/en/
Press Contacts: Viacom Alexa Cassanos, Vice
President, Corporate Communications (212) 846-6197
alexa.cassanos@viacom.com CBS Rick McCabe, Vice President,
Corporate Communications (212) 975-2602 rick.mccabe@cbs.com
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