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 PENDING MERGER AND
RELATED MATTERS. Investors and security holders may obtain free
copies of the Registration Statement, which includes 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).
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 pending 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 pending 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 pending merger may not be completed on
anticipated terms and timing, (ii) a condition to closing of
the pending merger may not be satisfied, (iii) the anticipated
tax treatment of the pending 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 pending merger,
(v) litigation relating to the pending merger against CBS,
Viacom or their respective directors, (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the pending merger, (vii) any
negative effects of the announcement, pendency or consummation of
the pending 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 pending 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 pending 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 pending
merger, are more fully discussed in the joint consent solicitation
statement / prospectus included in the Registration Statement.
While the list of factors presented here and the list of factors
presented in the Registration Statement 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
