NEW
YORK, Aug. 26, 2024 /PRNewswire/ -- The Special
Committee of the Board of Directors (the "Special Committee") of
Paramount Global (NASDAQ: PARA, PARAA) ("Paramount" or "the
Company") today confirmed that it has been informed by Edgar Bronfman, Jr. that the acquisition
proposal from his consortium of investors (the "Bronfman
Consortium") has been withdrawn. Therefore, the "Go-Shop" period as
defined in the Transaction Agreement with Skydance Media, LLC has
concluded with respect to all parties.
During the go-shop period, representatives of the Special
Committee contacted more than 50 third parties to determine whether
they had an interest in making a proposal to acquire
Paramount.
"On behalf of the Special Committee we thank Mr. Bronfman and
his investor group for their interest and efforts," said
Charles E. Phillips, Jr., Chair of
the Special Committee.
"Having thoroughly explored actionable opportunities for
Paramount over nearly eight months, our Special Committee continues
to believe that the transaction we have agreed with Skydance
delivers immediate value and the potential for continued
participation in value creation in a rapidly evolving industry
landscape," he added.
The Skydance transaction is expected to close in the first half
of 2025, subject to regulatory approvals and other customary
closing conditions.
Centerview Partners LLC serves as financial advisor to the
Paramount Special Committee and Cravath, Swaine & Moore LLP
serves as legal counsel.
Important Information About the Transactions and Where To
Find It
In connection with the proposed transactions
involving Paramount, Skydance and NAI (the "Transactions"),
Paramount will file with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 that will include
an information statement on Schedule 14C and that will also
constitute a prospectus of Paramount. Paramount may also file other
documents with the SEC regarding the Transactions.
This document is not a substitute for the information
statement/prospectus or registration statement or any other
document that Paramount may file with the SEC. INVESTORS AND
SECURITY HOLDERS OF PARAMOUNT ARE URGED TO READ THE REGISTRATION
STATEMENT, WHICH WILL INCLUDE THE INFORMATION 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 TRANSACTIONS 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 information statement/prospectus, and other
documents filed with the SEC by Paramount through the website
maintained by the SEC at www.sec.gov or by contacting the investor
relations department of Paramount (+1-646-824-5450;
jaime.morris@paramount.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 both historical and forward-looking
statements, including statements related to our future results,
performance and achievements. All statements that are not
statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Similarly, statements
that describe our objectives, plans or goals are or may be
forward-looking statements. These forward-looking statements
reflect our current expectations concerning future results and
events; generally can be identified by the use of statements that
include phrases such as "believe," "expect," "anticipate,"
"intend," "plan," "foresee," "likely," "will," "may," "could,"
"estimate" or other similar words or phrases; and involve known and
unknown risks, uncertainties and other factors that are difficult
to predict and which may cause our actual results, performance or
achievements to be different from any future results, performance
or achievements expressed or implied by these statements.
Important risk factors that may cause such a difference include,
but are not limited to: (i) that the Transactions may not be
completed on anticipated terms and timing (or at all), (ii) that a
condition to closing of the Transactions may not be satisfied,
including the failure to receive any required regulatory approvals
from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals), (iii) that
the anticipated tax treatment of the Transactions 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 Transactions, (v) potential
litigation relating to the Transactions that could be instituted
against Paramount or its directors, (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Transactions, including the
effect of the Transactions on the Company's employees, commercial
partners, clients and customers, and contractual restrictions while
the Transactions are pending, (vii) any negative effects of the
announcement, pendency or consummation of the Transactions on the
market price of Paramount's common stock and on Paramount's or
Skydance's operating results, (viii) risks associated with third
party contracts containing consent and/or other provisions that may
be triggered by the Transactions, (ix) the risks and costs
associated with the integration of, and the ability of Paramount
and Skydance to integrate, the businesses successfully and to
achieve anticipated synergies, (x) the risk that disruptions from
the Transactions will harm Paramount's business, including current
plans and operations or by diverting management's attention
Paramount's ongoing business operations, (xi) the ability of
Paramount to retain and hire key personnel and uncertainties
arising from leadership changes, (xii) legislative, regulatory and
economic developments, (xiii) the other risks described in
Paramount's most recent annual report on Form 10-K and quarterly
report on Form 10-Q, and (xiv) management's response to any of the
aforementioned factors. There may be additional risks,
uncertainties and factors that we do not currently view as material
or that are not necessarily known.
These risks, as well as other risks associated with the
Transactions, will be more fully discussed in the information
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 Transactions. While the list of factors presented here is,
and the list of factors to be presented in the registration
statement on Form S-4 is, 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
Paramount's consolidated financial condition, results of
operations, credit rating or liquidity. The forward-looking
statements included in this communication are made only as of the
date of this communication, and we do not undertake any obligation
to publicly update any forward-looking statements to reflect
subsequent events or circumstances, except as otherwise required by
applicable law.
Contact:
Brunswick Group
ParamountSpecialCommittee@brunswickgroup.com
(212) 333 – 3810
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SOURCE The Special Committee of the Board of Directors of
Paramount Global