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Viacom forms special committee to explore potential CBS merger

Viacom Inc.formed a special committee of independent board members to explore a potentialmerger with CBS Corp.

The move comes after National Amusements Inc., the owner ofa majority of CBS Corp. and Viacom's voting stock, a potential merger betweenthe two companies. Viacom has been pressured on anumber of fronts lately, experiencing executive turnover, ratings declines anda lagging stock price.

National Amusements on Sept. 29 asked the boards of the twocompanies to take "appropriate steps" to consider a merger. Theholding company recommended an all-stock transaction in which the stockholdersof each company would receive shares in the combined company of the same classas they currently hold. However, National Amusements said that it will notaccept nor support any third party acquisition of either company or anytransaction demanding the holding company to surrender its controlling positionin either company or not controlling the combined company.

The special committee formed by Viacom consists ofindependent directors Thomas May, Nicole Seligman, Kenneth Lerer, JudithMcHale, Ronald Nelson and Charles Phillips.May and Seligman will act as co-chairs of the committee.

The committee has retained Debevoise & Plimpton LLPas its independent legal adviser, and plans to hire an independent financialadviser.