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National Amusements proposes Viacom-CBS merger; Viacom to form special committee

As expected,National Amusements Inc., the owner of a majority of and 's voting stock,recommended a potential merger between the two companies.

Asking the companies' boards to take "appropriate steps"to consider a merger, the holding company proposed an all-stock transaction inwhich the stockholders of each company would receive shares in the combinedcompany of the same class as they currently hold.Sumner Redstone, Shari Redstone and David Andelman will neither vote on theproposal, nor will they participate in any of the related discussions becauseof their ties with the holding company.

National Amusements, however, made clear that it will notaccept or support any acquisition by a third party of either company or anytransaction demanding the holding company to surrender its controlling positionin either company or not controlling the combined company.

National Amusements said a merger between CBS and Viacomcould offer "substantial synergies that would allow the combined companyto respond even more aggressively and effectively to the challenges of thechanging entertainment and media landscape."

Viacom said Sept. 29 that it expects its board to form aspecial committee of independent directors to "carefully consider"the request from National Amusements and any proposed transaction, while CBSCorp. said it will take "appropriate action" to evaluate what is inthe best interest of the company and its shareholders.

Viacom recently abortedplans to sell a minority stake in Paramount Pictures, and announced departureof interim Viacom President and CEO Tom Dooley in November. In August, PhilippeDauman resigned as Viacom president and CEO following a public falling out withSumner Redstone and Shari Redstone.