Thursday, October 17, 2019

'The SpongeBob Musical: Live On Stage!' to Debut on Nickelodeon in December 2019

Original Nickelodeon Press Release:

Award-Winning
THE SPONGEBOB MUSICAL: LIVE ON STAGE!
to Debut on Nickelodeon December 2019

with
Ethan Slater
Danny Skinner, Brian Ray Norris,
Wesley Taylor, Christina Sajous,
and
Gavin Lee

Based on the series, SpongeBob SquarePants, created by Stephen Hillenburg
Book by Kyle Jarrow
Music Supervision, Orchestrations and Arrangements by Tom Kitt
Choreography by Christopher Gattelli
Television Direction by Glenn Weiss
Musical Production Conceived and Directed by Tina Landau


NEW YORK—Oct. 17, 2019--Following a critically lauded run on Broadway, members of the original award-winning Broadway company of The SpongeBob Musical: Live On Stage! will reunite to film the show for television in front of a live theater audience. The live television production will capture all-new depths of theatrical innovation where the power of optimism really can save the world. The SpongeBob Musical: Live On Stage! will air on Nickelodeon this December.

Rob Bagshaw, Executive Vice President of Nickelodeon Live Action Unscripted and Live Events, said:
“What better way to celebrate the 20th anniversary of SpongeBob SquarePants than to bring this wildly imaginative Broadway musical to Nickelodeon for a wider audience. We could not be more excited that fans and families of all ages will now have the opportunity to experience live actors portraying these beloved characters in a whole new way with The SpongeBob Musical: Live on Stage!”

Tina Landau said: “I’m so thrilled to be able to revisit the show in a new light and with our original cast members. The whole creative and I are excited to go back into the world of Bikini Bottom and discover its new life in TV broadcast form. But above all, I’m deeply grateful for the opportunity to share the joy and spirit of our show with a wider audience. That’s what matters most to me – the joy.”


The SpongeBob Musical: Live On Stage! cast will include Ethan Slater as SpongeBob SquarePants, Gavin Lee as Squidward Q. Tentacles, Danny Skinner as Patrick Star, Brian Ray Norris as Eugene Krabs, Wesley Taylor as Sheldon Plankton, and Christina Sajous as Sandy Cheeks. The ensemble will include Kyle Matthew Hamilton, Katie Lee Hill, Curtis Holbrook, L’ogan J’ones, Jai’len Josey, Kelvin Moon Loh, Lauralyn McClelland, Vasthy Mompoint, Bryonha Parham, Oneika Phillips, Jon Rua, JC Schuster, Abby C. Smith, Robert Taylor Jr., Allan Washington.

Adapted from the beloved Nickelodeon series, the Broadway musical was hailed by The New York Times as “brilliant” and “effervescent candy-for-the-spirit” by New York Magazine. This new musical earned its place on 2017’s “Best of Broadway” lists including Broadway.com, BuzzFeed, Chicago Tribune, The Daily Beast, Deadline, ET Online, Forbes, Time Out New York and Variety.


Named Best Musical by the Drama Desk Awards and Outer Critics Circle and earned 12 Tony Award nominations – the most nominated musical of the 2017-2018 theatre season – winning for Best Scenic Design of a Musical (David Zinn).

Acclaimed Steppenwolf director Tina Landau and the groundbreaking designers behind Fun Home, Hedwig, and Spring Awakening have brilliantly reimagined Bikini Bottom for the Broadway stage, on tour and now for television, bringing the spirit of SpongeBob to life with humanity, heart, and pure theatricality. With an original score from some of the biggest names in pop and rock, The SpongeBob Musical: Live On Stage! explodes with energy.

Stakes are higher than ever before as SpongeBob and all of Bikini Bottom face the total annihilation of their undersea world. Chaos erupts. Lives hang in the balance. And just when all hope seems lost, a most unexpected hero rises up and takes center stage.

The SpongeBob Musical: Live On Stage! is a musical production conceived and directed for the stage by Tina Landau, book by Kyle Jarrow, orchestrations, arrangements & music supervision by Tom Kitt, with choreography by Christopher Gattelli, produced for television by Austin Shaw with television direction by Glenn Weiss. Nickelodeon’s Vice Presidents Paul J Medford and Susan Vargo serve as Executive Producers, alongside Senior Vice President of Music & Talent Doug Cohn and is executive produced and overseen by Executive Vice President of Unscripted and Live Events Rob Bagshaw.

This one-of-a-kind television musical event features original songs by Yolanda Adams, Steven Tyler and Joe Perry of Aerosmith, Sara Bareilles, Jonathan Coulton, Alex Ebert of Edward Sharpe & The Magnetic Zeros, The Flaming Lips, Lady Antebellum, Cyndi Lauper, John Legend, Panic! At The Disco, Plain White T’s, They Might Be Giants and T.I. (Clifford Harris, Jr.) Domani Harris and Darwin Quinn and a song by David Bowie and by Tom Kenny and Andy Paley. Additional lyrics by Jonathan Coulton. Additional music by Tom Kitt.

The design team includes scenic and costume design by David Zinn, lighting design by Kevin Adams, projection design by Peter Nigrini, sound design by Walter Trarbach, hair and wig design by Charles G. LaPointe and casting by Telsey + Company/Patrick Goodwin, CSA.

The Original Cast Recording is available now from Masterworks Broadway wherever music is sold and streamed.

The SpongeBob Musical is now on tour across North America.

Airdate, additional programming plus further casting will be announced at a later date.

Since its launch July 17, 1999, SpongeBob SquarePants has reigned as the number-one kids’ animated series on TV for the last 17 years, while generating a universe of beloved characters, pop culture catchphrases and memes, theatrical releases, consumer products, a Tony award-winning Broadway musical and a global fan base. SpongeBob SquarePants is the most widely distributed property in Viacom International Media Networks history, seen in more than 208 countries and territories, translated in 55+ languages, and averaging more than 100 million total viewers every quarter. SpongeBob SquarePants is created by Stephen Hillenburg and produced by Nickelodeon in Burbank, Calif. The character-driven cartoon chronicles the nautical and sometimes nonsensical adventures of SpongeBob, an incurably optimist and earnest sea sponge, and his undersea friends.

# # # #

Follow SPONGEBOB: @TheSpongeBobMusical @SpongeBob @Nickelodeon

More Nick: 'The SpongeBob Musical' National Tour Announces Cast & Dates!

Originally published: Thursday, October 17, 2019 at 18:04 BST.

H/T: Special thanks to @RealMagitroopa for the news!; Additional source: Business Wire.
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Nickelodeon and SpongeBob SquarePants News and Highlights!

Nickelodeon France to Premiere 'Henry Danger' Halloween Special 'Danger Things' on Saturday 26th October 2019

Things are about to get spooky in Swellview this October! Nickelodeon France will premiere the fang-tastic brand-new Henry Danger Halloween special "Danger Things" on Saturday 26th October 2019!


In the all-new Henry Danger Halloween special "Danger Things", inspired by the hit series Stranger Things, when Piper (Ella Anderson) is taken by a creature from another dimension, Kid Danger (Jace Norman) & Captain Man (Cooper Barnes) must rescue her from the evil science corporation that opened the portal!


To celebrate the debut of Henry Danger: Danger Things, Nickelodeon France has launched an exclusive competition in which fans can win exclusive Henry Danger merchandise and tickets to Astérix Parc! For more information and to enter the contest, visit https://concours.nickelodeon.fr/danger_things/0/8mrbB/



Plus Nickelodeon: Nickelodeon France Launches Bookids, a New Subscription-Based Digital Reading Service for Kids!

Originally published: Thursday, October 17, 2019.

Additional source: Google.co.uk.
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Halloween on Nickelodeon France and Henry Danger News and Highlights!

Nickelodeon UK to Premiere 'Henry Danger' Halloween Special 'Danger Things' on Monday 21st October 2019

Things are about to get spooky in Swellview this October! Nickelodeon UK & Ireland will premiere the fang-tastic brand-new Henry Danger Halloween special "Danger Things" on Monday 21st October 2019 at 4:30pm!


In the all-new Henry Danger Halloween special "Danger Things", inspired by the hit series Stranger Things, when Piper (Ella Anderson) is taken by a creature from another dimension, Kid Danger (Jace Norman) & Captain Man (Cooper Barnes) must rescue her from the evil science corporation that opened the portal!


Following the new Halloween special, Nick UK & Eire will premiere the brand-new hour-long special Henry Danger The Musical, featuring the return of Frankie Grande as the villainous Frankini and Zoran Korach Goomer (Sam & Cat), in November 2019.

More Nick: Nickelodeon UK to Premiere 'Are You Afraid of the Dark?' in October 2019!

Originally published: Thursday, October 17, 2019.

Schedule source: Digiguide.
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Halloween on Nickelodeon UK and Henry Danger News and Highlights!

Nickelodeon Renews 'All That' for 13 Additional Episodes; Aria Brooks to Join Cast

Update (10/16) - Below is Nickelodeon's official Press Release announcing the exciting news!:

NICKELODEON PICKS UP ADDITIONAL 13 EPISODES
OF SKETCH COMEDY HIT ALL THAT

NEW CAST MEMBER ARIA BROOKS JOINS ENSEMBLE OF COMEDIANS

Share it: @nickelodeon @allthat (Instagram) #allthat


BURBANK, Calif.—Oct. 16, 2019—Nickelodeon has picked up an additional 13 episodes of ‘90s icon All That, bringing its first season total to 26 episodes. Also announced today, is new cast member Aria Brooks from Atlanta, Ga., who is joining the show’s talented and diverse cast of comedians. New episodes of All That air on Saturdays at 8:30 p.m. (ET/PT) on Nickelodeon.

All That is executive produced by Kenan Thompson (Saturday Night Live), Kel Mitchell (Game Shakers), Kevin Kay (All That, SpongeBob SquarePants, Lip Sync Battle, Lip Sync Battle Shorties, Yellowstone) and Jermaine Fowler (Superior Donuts, Sorry to Bother You). Kevin Kopelow & Heath Seifert (All That, Cousins For Life, Austin & Ally) also serve as executive producers.


Photo: CR: Promo photo of Aria Brooks

Shot in front of a live studio audience, All That stars Ryan Alessi, Reece Caddell, Kate Godfrey, Gabrielle Nevaeh Green, Nathan Janak, Lex Lumpkin and Chinguun Sergelen, who have popularized new characters, impersonations of today’s celebrities and new original comedic sketches including “Cancelled with Nathan,” Bed, Bath & Beyoncé” and “Marie Kiddo.”

To date, recording artists the Jonas Brothers, Ciara, H.E.R., JoJo Siwa, Ella Mai, Ally Brooke, Kane Brown, Bryce Vine, Daddy Yankee and CNCO have performed on the show. The series also features appearances from Kenan Thompson, Kel Mitchell, Lori Beth Denberg, Josh Server and Alisa Reyes, who helped make the original series a ‘90s icon for an entire generation of kids. Guest stars for the additional 13 episodes will be announced at a later date.

All That was Nickelodeon’s longest running live-action series with 171 episodes across 10 seasons from 1994 to 2005. The franchise paved the way for a number of successful spinoffs including Kenan & Kel, The Amanda Show and The Nick Cannon Show, and the feature-length film Good Burger, as well as audio recordings, books, festival tours, and numerous reunions celebrating the show’s impact on pop culture.

All That helped launch the careers of comedy stars including Kenan Thompson, Amanda Bynes and Nick Cannon, and has featured musical guests and guest stars including Britney Spears, Justin Timberlake, Usher, Ray Romano and Brittany Snow.

Production of All That for Nickelodeon is overseen by Shauna Phelan, Senior Vice President, Live-Action Scripted Content. All That was created by Brian Robbins and Mike Tollin.

Nickelodeon, now in its 40th year, is the number-one entertainment brand for kids. It has built a diverse, global business by putting kids first in everything it does. The company includes television programming and production in the United States and around the world, plus consumer products, digital, recreation, books and feature films. Nickelodeon’s U.S. television network is seen in more than 90 million households and has been the number-one-rated kids’ basic cable network for 22 consecutive years. For more information or artwork, visit http://www.nickpress.com/. Nickelodeon and all related titles, characters and logos are trademarks of Viacom Inc. (NASDAQ: VIA, VIAB).

# # #


Update (10/14) - Nickelodeon has renewed the revival of the it's hit sketch comedy series All That for 13 more episodes, which will make up the second half of season 11!

Joining the cast will be Aria Brooks of Atlanta, Georgia (pictured above) for the second half of the 11th season. Brooks’ career is on the rise. She plays a younger version of Harriet Tubman in the upcoming film Harriet and will be featured in Netflix’s Dolly Parton’s Heartstrings anthology.

Original post:

Although unconfirmed, it looks like Nickelodeon has renewed the revival of the it's hit sketch comedy series All That for a second season!

On his official Instagram, actor Bobo Chang (Victorious, La La Land) revealed that he "[can't] wait for @allthat to get back to filming in just a couple weeks! This show really is... Yep, #allthat 🤪," adding "[you] might even hear more of me in an upcoming episode, we'll see!"

However, when asked whether filming was for season two (season twelve overall), Chang replied: "not sure what they're calling it, but it's coming back!"

Chang appeared in the series premiere of All New All That earlier this summer, portraying "Apple Head" and "Adam Sandler".

Update (10/7) - Nickelodeon's All That will resume filming on Friday, October 18, 2019! Fans can get FREE tickets to be in the audience via On Camera Audiences!: https://on-camera-audiences.com/shows/All_That

Premiering in June 2019, the news comes as the freshman season of All New All That is completing its run, with the first eight of the 13 episodes in season one having now aired. New episodes continue Saturdays at 8:30 p.m. on Nickelodeon USA.

Nickelodeon’s brand-new version of its legendary sketch comedy series, All That features a whole new cast as well as cameos from legacy cast members Kel Mitchell, Lori Beth Denberg & Josh Server, who not only gave the new cast words of advice, but revived some of their classic sketches, such as Vital Information, "Ed" the Good Burger Guy, Coach Kreeton and Detective Dan. The series is also executive produced by OG cast members Kel Mitchell and Kenan Thompson (Kenan & Kel, Good Burger).

Each episode of All That features hilarious sketches, special celebrity guests and a musical performance on the iconic All That stage.

The new kids of comedy starring in Nickelodeon's freshly revived All That are Ryan Alessi, Reece Caddell, Kate Godfrey, Gabrielle Green, Nathan Janak, Lex Lumpkin, and Chinguun Sergelen. Popular sketches in the all new All That include "Babies Who Brunch", "Cancelled with Nathan" and "Simplicity".

To-date, the new season of All That has featured performances by Jonas Brothers, Ciara, Daddy Yankee, Kane Brown, H.E.R., Ally Brooke, Bryce Vine, Ella Mai and JoJo Siwa, and guest stars including original cast members Kenan Thompson, Kel Mitchell, Josh Server, Lori Beth Denberg and Alisa Reyes.

Subscribe to the official All That YouTube channel!: https://www.youtube.com/channel/UC6UzskfVDPkJ5aSe755ZGgQ

More Nick: Nickelodeon Orders Up All That-Inspired Good Burger Pop-up with Team Behind Viral Saved by The Max; To Visit Chicago in 2020!

Originally published: Monday, September 30, 2019.

H/T: Special thanks to @RealMagitroopa for the news!; Additional sources: AJC, Just Jared Jr..
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Nickelodeon and All That News and Highlights!

Hasbro to Acquire Entertainment One Adding Brands and Expanding Storytelling Through Global Entertainment

Hasbro to Acquire Entertainment One Adding Brands and Expanding Storytelling Through Global Entertainment

  • Accelerates Hasbro’s Brand Blueprint strategy by adding eOne’s family brands, exceptional, proven TV and film expertise and veteran executive leadership
  • Adds beloved global preschool brands, Peppa Pig and PJ Masks, as well as a slate of additional brands in development, including newly introduced Ricky Zoom, to Hasbro’s robust brand portfolio
  • Dramatically enhances storytelling capabilities and franchise economics in TV, film and other mediums to strengthen Hasbro’s brands
  • Improves Hasbro’s growth outlook and enhances long-term profitability through in-sourcing and cost synergies as well as future revenue growth opportunities


PAWTUCKET, R.I. & LONDON--Hasbro, Inc. (NASDAQ: HAS) and Entertainment One Ltd. (LSE: ETO) (eOne) today announced that they have entered into a definitive agreement under which Hasbro will acquire eOne in an all-cash transaction valued at approximately £3.3 billion or US$4.0 billion. Under the terms of the agreement, eOne shareholders will receive £5.60 in cash for each common share of eOne, which represents a 31% premium to eOne’s 30-day volume weighted average price (VWAP) as of August 22, 2019.

The news follows Sony naming Hasbro as the new global master toy licensee for Ghostbusters.

“The acquisition of eOne adds beloved story-led global family brands that deliver strong operating returns to Hasbro’s portfolio and provides a pipeline of new brand creation driven by family-oriented storytelling, which will now include Hasbro’s IP,” said Brian Goldner, Hasbro chairman and chief executive officer. “In addition, Hasbro will leverage eOne’s immersive entertainment capabilities to bring our portfolio of brands that have appeal to gamers, fans and families to all screens globally and realize full franchise economics across our blueprint strategy for shareholders. We are excited to welcome eOne’s talented employees from around the world into the Hasbro family.”

“On behalf of the board of eOne, I am very pleased by this exciting development, which is a testament to eOne management’s vision, leadership and solid execution. This transaction creates significant, immediate value for our shareholders as it recognizes the strength of our future-facing business model,” said Allan Leighton, eOne’s chairman of the board.


“Hasbro’s portfolio of integrated toy, game and consumer products, will further fuel the tremendous success we’ve achieved at eOne,” said Darren Throop, chief executive officer of eOne. “There’s a strong cultural fit between our two companies; eOne’s stated mission is to unlock the power and value of creativity which aligns with Hasbro’s corporate objectives. eOne teams will continue to do what they do best, bolstered by the access to Hasbro’s extensive portfolio of richly creative IP and merchandising strength. In addition, the resulting expanded Hasbro presence in Canada through eOne’s deep roots will bring world class talent and production capabilities to Hasbro. Along with our leadership team, I look forward to working with Hasbro on our joint growth and success for many years to come.”

“By combining two profitable and financially disciplined companies we expect to unlock value in the short- and long-term for our stakeholders,” said Deborah Thomas, Hasbro’s chief financial officer. “eOne’s brands and TV and film expertise, together with Hasbro’s brands, toy and game innovation and licensing capabilities, positions us to more quickly drive revenue and profit over the medium-term. We remain committed to maintaining an investment grade rating and returning to our gross Debt to EBITDA target of 2.00 to 2.50X.”

The acquisition will advance Hasbro’s position as a leading global play and entertainment company, adding beloved, global preschool brands with proven success and strong financial returns across platforms to Hasbro’s robust portfolio. eOne’s capabilities to bring high-quality content across platforms will strengthen Hasbro’s end-to-end ability to monetize and bring to market its IP in increasingly attractive new formats, including over-the-top (OTT) and premium platforms, music, location-based entertainment, AR and VR.

Strategic Rationale

Enhances Hasbro’s brand portfolio with two beloved global preschool brands and an attractive slate of brands in development

  • The acquisition of highly profitable and merchandisable preschool brands is a strategic growth opportunity for Hasbro in the Infant and Preschool category, the largest super-category in the toy and game industry in the G11 markets, according to the NPD Group
  • Peppa Pig is an evergreen property that has thrived for over a decade and extended itself to new profit streams that continue its success
  • PJ Masks growth outlook is supported by new formats, its current rollout in China, the launch of new seasons in multiple regions, a live touring event and new toy lines
  • A slate of additional brands is under development, including Ricky Zoom, a unique storyline with highly merchandisable content airing on Nickelodeon in the US and other top-tier global networks beginning Sept. 9, 2019

Adding exceptional, proven TV and film expertise

  • By developing, owning and strategically distributing content, the acquisition positions Hasbro to capture more franchise economics created and perpetuated by differentiated platforms
  • eOne brings profitable, growing capabilities in scripted and unscripted TV development and production for global audiences
  • Live action and animation present multiple avenues to bring Hasbro’s franchises to life as OTT platforms and networks are increasingly interested in new, unexploited intellectual property while studios reclaim content for proprietary platforms
  • In film, eOne has been transforming its business to focus on high-quality premium talent-driven content, including titles like Clifford the Big Red Dog and Monster Problems
  • eOne’s Canadian TV and film operations will continue as a distinct Canadian-controlled business within the combined business

Leveraging talented executive team across all areas of entertainment and strong Canadian presence

  • Top eOne executives have agreed to join the Hasbro team
  • eOne’s seasoned entertainment executives with deep talent relationships and creative drive will further strengthen Hasbro’s talented team
  • Global organization, with presence in London, Los Angeles, Toronto, New York, Hong Kong, Melbourne and Shanghai
  • eOne’s Canadian presence is an important base for creative talent and best-in-class studio capabilities, significantly expanding Hasbro’s Canadian presence and positioning eOne for ongoing success in Canada, including in relation to its robust pipeline of television and film projects
  • The transaction is structured to ensure that eOne’s Canadian operations will continue to meet applicable Canadian control regulatory requirements in relation to television and film production companies, to the continued benefit of the Canadian television and film production industry

Financial Benefits

Creates opportunities for accelerating long-term profitable growth

  • Hasbro expects to realize in-sourcing and other global annual run rate synergies of approximately US$130 million by 2022, driven by integration benefits, substantial savings from moving a significant portion of eOne’s toy business in-house and enhancing the profitability of eOne’s licensing and merchandising activities
  • The addition of eOne to Hasbro is expected to be accretive to adjusted EPS in the first year following the transaction, adjusted to exclude one-time transaction costs and purchased intangible amortization, with mid- to high-teens accretion to adjusted EPS in the third full year following the closing of the transaction as synergies are achieved (1)
  • Meaningful potential for additional revenue growth and expanded franchise economics with brand-driven animation and live action TV and film entertainment
  • Hasbro cannot, without unreasonable effort, forecast certain items required to develop a meaningful comparable GAAP financial measure to adjusted EPS. See “Use of non-GAAP financial measures” below for further discussion

Transaction Details

The cash purchase price of £5.60 per share represents a 31% premium to eOne’s 30-day volume weighted average price (VWAP) as of August 22, 2019.

Hasbro expects to finance the transaction with the proceeds of debt financing and approximately US$1.0 billion to US$1.25 billion in cash from equity financing. Hasbro has entered into a debt commitment letter with Bank of America Merrill Lynch to provide a 364-day senior unsecured bridge loan facility to secure funding of the purchase price.

Hasbro is committed to maintaining an investment grade rating. Hasbro’s long-term leverage target remains unchanged at 2.00 to 2.50X gross Debt to EBITDA and expects to return to this range in three to four years.

Hasbro expects to maintain its quarterly dividend and suspend its current share repurchase program while it prioritizes achieving its leverage target.

The transaction, which is structured as a statutory plan of arrangement under the Canada Business Corporations Act, has been approved by the boards of directors of each of Hasbro and eOne, and is subject to receipt of certain regulatory approvals, the approval by eOne shareholders and the Ontario Superior Court of Justice and other customary closing conditions. eOne is subject to customary non-solicitation provisions under the definitive agreement and a termination fee payable to Hasbro in certain circumstances. The transaction is expected to close during the fourth quarter of 2019.

The board of directors of eOne, after consultation with its financial advisors as to the financial terms of the transaction and its legal advisors, unanimously determined that the transaction is in the best interests of eOne and has recommended that eOne shareholders vote in favor of the transaction. eOne’s board of directors has received a fairness opinion from J.P. Morgan Cazenove in connection with the transaction to the effect that, as of the date of such opinion, and subject to the assumptions, limitations, qualifications and other matters set forth therein, the consideration to be paid to the eOne shareholders is fair, from a financial point of view, to such shareholders.

Centerview Partners LLC is serving as financial advisor to Hasbro and Cravath, Swaine & Moore LLP, Stikeman Elliott LLP and Freshfields Bruckhaus Deringer LLP are serving as its legal counsel. J.P. Morgan Cazenove is serving as financial advisor to eOne and Osler, Hoskin & Harcourt LLP and Mayer Brown International LLP are serving as its legal counsel.

A copy of the definitive agreement will be made available at eOne’s website at www.entertainmentone.com and with Hasbro’s filings with the US Securities and Exchange Commission.

Investor Call Details

The two companies will host an investor conference call today, August 22, at 5:00 p.m. ET.

To listen to the live webcast and access the accompanying presentation slides, please go to https://investor.hasbro.com/. The replay of the call will be available on Hasbro’s web site approximately 2 hours following completion of the call.

Dial-in numbers for the call are 877-269-7756 (US) and 201-689-7817 (INTL). Please indicate you are calling for the Hasbro conference call. Please dial in 5 to 10 minutes prior to the start of the call.

About Hasbro

Hasbro (NASDAQ: HAS) is a global play and entertainment company committed to Creating the World's Best Play Experiences. From toys and games to television, movies, digital gaming and consumer products, Hasbro offers a variety of ways for audiences to experience its iconic brands, including NERF, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, MAGIC: THE GATHERING and POWER RANGERS, as well as premier partner brands. Through its entertainment labels, Allspark Pictures and Allspark Animation, Hasbro is building its brands globally through great storytelling and content on all screens. Hasbro is committed to making the world a better place for children and their families through corporate social responsibility and philanthropy. Hasbro ranked No. 13 on the 2019 100 Best Corporate Citizens list by CR Magazine, and has been named one of the World’s Most Ethical Companies® by Ethisphere Institute for the past eight years. Learn more at www.hasbro.com, and follow us on Twitter (@Hasbro) and Instagram (@Hasbro).

About Entertainment One

Entertainment One Ltd. (LSE: ETO) is a global independent studio that specialises in the development, acquisition, production, financing, distribution and sales of entertainment content. Entertainment One's diversified expertise spans across film, television and music production and sales, family programming, merchandising and licensing, and digital content. Through its global reach and expansive scale, powered by deep local market knowledge, Entertainment One delivers the best content to the world.

Entertainment One's robust network includes international feature film distribution company Sierra/Affinity; Amblin Partners with DreamWorks Studios, Participant Media, and Reliance Entertainment; Makeready with Brad Weston; unscripted television production companies Whizz Kid Entertainment and Renegade 83; live entertainment leaders Round Room Entertainment; world-class music labels Dualtone Music Group and Last Gang; and award-winning emerging content and technology studio Secret Location.

IMPORTANT NOTICE:

Not for release, publication or distribution in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.

Certain information contained in this announcement would have constituted inside information (as defined by Article 7 of MAR) prior to its release as part of this announcement. The person responsible for arranging release of this information on behalf of Entertainment One is Edward Parry.

The UK City Code on Takeovers and Mergers does not apply to Entertainment One as its registered office is in Canada.

Forward-Looking Statements

Certain statements in this press release contain "forward-looking statements" with respect to both Hasbro and Entertainment One within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things, these forward-looking statements include expectations concerning the proposed acquisition of Entertainment One by Hasbro; Hasbro’s beliefs relating to value creation as a result of the proposed acquisition; the expected timetable for completing the acquisition; benefits and synergies of the transaction; expected financial impact; dividend policy; future opportunities for the combined company; and de-leveraging plans, including the timing of actions to reduce indebtedness and Hasbro’s credit ratings and outlooks. Hasbro’s actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties. Specific factors that might cause such a difference include, but are not limited to: uncertainty as to whether the transaction will be completed in a timely manner or at all; the conditions precedent to completion of the transaction, including the approval of Entertainment One’s shareholders and the ability to secure applicable regulatory approvals in a timely manner or at all or on expected terms; uncertainty of whether Hasbro could achieve the expected benefits and synergies from the transaction and successfully integrate the operations of Entertainment One within the anticipated time frame or at all; risks of unexpected costs, liabilities or delays; integration difficulties, including the ability to retain key personnel; Hasbro’s ability to complete financings on satisfactory terms; Hasbro’s indebtedness, including the additional indebtedness that may be incurred in connection with the transaction; risks and uncertainties relating to the play and entertainment industries, including the retail landscape, distribution channels, consumer preferences, application of tariffs on Hasbro’s products, and other factors that may impact or alter Hasbro’s anticipated business plans, strategies and objectives; the effect of the announcement, pendency or consummation of the transaction on customers, employees, suppliers, partners and operating results; and other risks detailed from time to time in Hasbro’s filings with the US Securities and Exchange Commission (the “SEC”). The statements contained herein are based on Hasbro’s and Entertainment One’s current beliefs and expectations and speak only as of the date of this press release. Except as may be required by law, neither Hasbro nor Entertainment One undertakes any obligation to make any revisions to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release. You should not place undue reliance on forward-looking statements.

No profit forecasts or estimates

No statement in this press release is intended to be or is to be construed as a profit forecast or profit estimate.

No offer or solicitation

This press release is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this press release in any jurisdiction in contravention of applicable law.

Use of Non-GAAP financial measures

Within this press release, Hasbro includes certain forward-looking non-GAAP financial measures as defined under SEC rules. These forward-looking non-GAAP financial measures reflect management’s current expectations and beliefs regarding the potential benefits of the proposed transaction. Hasbro is not able to reconcile forward-looking non-GAAP measures to reported measures without unreasonable efforts because it is not possible to predict with a reasonable degree of certainty the actual impact or exact timing of items that may impact comparability. These items include business optimization, restructuring and foreign exchange rate changes, as well as other non-cash and unusual items that are difficult to predict in advance to include in a GAAP estimate. This is due to the unpredictable and uncontrollable nature of these reconciling items, which would require an unreasonable effort to forecast, and we believe would result in a range of projected values so broad as to be meaningless to investors. These non-GAAP measures should be considered in addition to, not as a substitute for, or superior to, net earnings or other measures of financial performance prepared in accordance with GAAP as more fully discussed in Hasbro financial statements and filings with the SEC. As used herein, "GAAP" refers to accounting principles generally accepted in the United States of America.

Disclaimer

J.P. Morgan Securities plc (which conducts its UK investment banking business as J.P. Morgan Cazenove) ("J.P. Morgan Cazenove") which is authorised in the United Kingdom by the Prudential Regulation Authority ("PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority, is acting as financial adviser exclusively for eOne and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than eOne for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

HAS-C

HAS-IR

###

Update (10/17) - Official Hasbro press release via Business Wire:

Entertainment One Shareholders Vote to Approve Acquisition by Hasbro

PAWTUCKET, R.I.--(BUSINESS WIRE)--Hasbro, Inc. (NASDAQ: HAS) today announced that Entertainment One Ltd. (LSE: ETO) (eOne) shareholders have voted to approve the proposal for Hasbro to acquire eOne in an all-cash transaction valued at approximately £3.3 billion or US$4.0 billion, pursuant to the definitive arrangement agreement between the parties.

More than 99.9% of the votes cast at the eOne special meeting of shareholders held earlier today voted in favor of the transaction.

“We’re pleased that eOne shareholders support this transaction,” said Brian Goldner, chairman and chief executive officer of Hasbro. “Our two companies’ strategies are remarkably complementary, as we both build brands, creativity and storytelling. Together with eOne’s beloved global brands and expertise, we expect to leverage a combined portfolio with appeal to diverse audiences and consumers around the world.”

“In our commitment to unlocking the power and value of creativity, the combination of our two businesses makes perfect sense for eOne,” said Darren Throop, chief executive officer of eOne. “eOne has long been anchored by great IP, and we believe that with Hasbro’s world-class portfolio of brands we will be able to deliver on their brand blueprint with a slate of content that lives globally across a broad spectrum of media. We are very much looking forward to capitalizing on the new opportunities this creates across film, television, music and family brands.”

The transaction, which is structured as a statutory plan of arrangement under the Canada Business Corporations Act, remains subject to receipt of certain regulatory approvals and other customary closing conditions including a final order of the Ontario Superior Court of Justice. The transaction has received several regulatory approvals so far, including early termination of the waiting period under the Hart Scott Rodino Antitrust Improvements Act in the U.S. and antitrust approval in Germany. The transaction is expected to close during the fourth quarter of 2019.

About Hasbro

Hasbro (NASDAQ: HAS) is a global play and entertainment company committed to Creating the World's Best Play Experiences. From toys and games to television, movies, digital gaming and consumer products, Hasbro offers a variety of ways for audiences to experience its iconic brands, including NERF, MY LITTLE PONY, TRANSFORMERS, PLAY-DOH, MONOPOLY, BABY ALIVE, MAGIC: THE GATHERING and POWER RANGERS, as well as premier partner brands. Through its entertainment labels, Allspark Pictures and Allspark Animation, Hasbro is building its brands globally through great storytelling and content on all screens. Hasbro is committed to making the world a better place for children and their families through corporate social responsibility and philanthropy. Hasbro ranked No. 13 on the 2019 100 Best Corporate Citizens list by CR Magazine, and has been named one of the World’s Most Ethical Companies® by Ethisphere Institute for the past eight years. Learn more at www.hasbro.com, and follow us on Twitter (@Hasbro) and Instagram (@Hasbro).

About Entertainment One

Entertainment One Ltd. (LSE: ETO) is a global independent studio that specialises in the development, acquisition, production, financing, distribution and sales of entertainment content. Entertainment One's diversified expertise spans across film, television and music production and sales, family programming, merchandising and licensing, and digital content. Through its global reach and expansive scale, powered by deep local market knowledge, Entertainment One delivers the best content to the world.

Entertainment One's robust network includes international feature film distribution company Sierra/Affinity; Amblin Partners with DreamWorks Studios, Participant Media, and Reliance Entertainment; Makeready with Brad Weston; unscripted television production companies Whizz Kid Entertainment and Renegade 83; live entertainment leaders Round Room Entertainment; world-class music labels Dualtone Music Group and Last Gang; creator and publisher of original high quality film and television music Audio Network; and award-winning emerging content and technology studio Secret Location.

Forward-Looking Statements

Certain statements in this press release contain "forward-looking statements" with respect to Hasbro within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be accompanied by such words as “anticipate,” “believe,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “plan,” “potential,” “project,” “target,” “will” and other words and terms of similar meaning. Among other things, these forward-looking statements include expectations concerning the proposed acquisition of Entertainment One by Hasbro; the expected timetable for completing the acquisition; anticipated benefits and synergies of the transaction; and future opportunities for the combined company. Hasbro’s actual actions or results may differ materially from those expected or anticipated in the forward-looking statements due to both known and unknown risks and uncertainties. Specific factors that might cause such a difference include, but are not limited to: uncertainty as to whether the transaction will be completed in a timely manner or at all; the conditions precedent to completion of the transaction, including the ability to secure applicable regulatory approvals in a timely manner or at all or on expected terms; uncertainty of whether Hasbro could achieve the expected benefits and synergies from the transaction and successfully integrate the operations of Entertainment One within the anticipated time frame or at all; risks of unexpected costs, liabilities or delays; integration difficulties, including the ability to retain key personnel; Hasbro’s ability to complete financings on satisfactory terms; Hasbro’s indebtedness, including the additional indebtedness that may be incurred in connection with the transaction; risks and uncertainties relating to the play and entertainment industries, including the retail landscape, distribution channels, consumer preferences, application of tariffs on Hasbro’s products, and other factors that may impact or alter Hasbro’s anticipated business plans, strategies and objectives; the effect of the announcement, pendency or consummation of the transaction on customers, employees, suppliers, partners and operating results; and other risks detailed from time to time in Hasbro’s filings with the US Securities and Exchange Commission (the “SEC”). The statements contained herein are based on Hasbro’s current beliefs and expectations and speak only as of the date of this press release. Except as may be required by law, Hasbro does not undertake any obligation to make any revisions to the forward-looking statements contained in this press release or to update them to reflect events or circumstances occurring after the date of this press release. You should not place undue reliance on forward-looking statements.

No offer or solicitation

This press release is provided for informational purposes only and does not constitute an offer to sell, or an invitation to subscribe for, purchase or exchange, any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance, exchange or transfer of the securities referred to in this press release in any jurisdiction in contravention of applicable law.

HAS-C
HAS-IR

###

More Nick: CBS and Viacom to Combine into One Company, ViacomCBS Inc.!

Originally published: Thursday, August 22, 2019.

H/T: Kidscreen, The Hollywood Reporter.
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Nickelodeon News and Highlights!

Second Decade of Skechers Pier to Pier Friendship Walk Launches With $2 Million Fundraising Goal for Kids

Second Decade of Skechers Pier to Pier Friendship Walk Launches With $2 Million Fundraising Goal for Kids

Sugar Ray Leonard, Global Star Kodi Lee and More Celebrities Aim to Raise Awareness for Children with Special Needs and Education

October 17, 2019 02:43 PM Eastern Daylight Time


An annual October tradition for thousands, the Skechers Pier to Pier Friendship Walk aims to raise $2 million this month for children with special needs and education.

MANHATTAN BEACH, Calif.--California’s largest walk for children with special needs and education, the Skechers Pier to Pier Friendship Walk launches its second decade with a $2 million fundraising goal, jet-setting prizes and a live performance starring this season’s America’s Got Talent winner Kodi Lee, the blind and autistic singing sensation whose phenomenal musical talents have captivated the world. Together with presenting sponsor Nickelodeon, media sponsor NBC4 and Walk veterans like Sugar Ray Leonard, the Skechers Foundation aims to continue the Walk’s record-breaking streak of donations for children of all ages and abilities.

The 11th annual event on October 27th will also feature SpongeBob’s 20th anniversary with SpongeBob, Patrick and Friends; business class ticket sweepstakes sponsored by Turkish Airlines, the Walk’s new official airline partner; and an adopt-a-pet center sponsored by the Petco Foundation and Los Angeles County animal shelters.


Friendship Foundation pals celebrate the Skechers Pier to Pier Friendship Walk in 2018. The event’s funds give children with special needs enriching classes, activities, group outings and lifelong friendships.

“We’re thrilled to have Kodi perform at the Skechers Pier to Pier Friendship Walk, just days before headlining his America’s Got Talent LIVE! tour. Our Walk is the perfect venue to celebrate his AGT victory as we inspire, educate and raise funds for kids with special needs and students,” said Michael Greenberg, president of Skechers and the Skechers Foundation. “The dedication of returning legends like Sugar Ray Leonard and generous organizations like Nickelodeon and NBC4 have helped us reach incredible donation milestones for kids: last year, we raised $2 million, and through their continued support, we hope to pass that number this year.”

“We’ve proudly supported the Skechers Pier to Pier Friendship Walk for eight years because this mission is so synchronous with our values as an organization,” added Jennifer Tracy, senior vice president of Activation at Viacom Velocity. “When events like this are bolstered by their communities and become annual traditions, the kids get to reap the great benefits all year—and we’re excited to be part of this incredible movement.”

Attendees at this year’s Walk will include celebrities like Hall of Fame baseball legend Tommy Lasorda and Denise Austin; NBC4 investigative reporter and opening program emcee Lolita Lopez; and the casts of Brat’s Chicken Girls and Nickelodeon’s Knight Squad and All That reboot—along with numerous YouTubers, Nickelodeon and Disney network stars and performances by World of Dance star Ayden Nguyen, Malea Emma, and Disney Channel’s favorite rapper, Issac Ryan Brown.

Donations from the Skechers Pier to Pier Friendship Walk support The Friendship Foundation, public schools and scholarship funds for exceptional students. The Friendship Foundation assists children with special needs and their families through one-on-one peer mentoring and social recreational activities such as summer camps, outings to sporting events and classes that include music, yoga, cooking, art and drama. The event also helps education foundations maintain and enhance their schools in areas like technology, music, and science, from reducing class sizes and updating labs, libraries and facilities to protecting teachers’ jobs. The Skechers Foundation’s national scholarship program awards $100,000 annually to students who have financial need and proven excellence in academics, athletics and leadership.


The 3.4-mile Walk will start at the Manhattan Beach Pier at 9AM, where participants will walk to the Hermosa Beach Pier and back. The event will also feature bounce houses, kids’ activities and giveaways—and event followers can win prizes on social media now through the day of the Walk. To register or make a donation, visit skechersfriendshipwalk.com or follow the Skechers Pier to Pier Friendship Walk on Facebook (facebook.com/SKECHERSFriendshipWalk), Instagram (instagram.com/skechersp2pwalk) and Twitter (twitter.com/SkechersP2PWalk).

In addition to headlining sponsor Nickelodeon, media sponsor NBC4 and new airline sponsor Turkish Airlines, the Skechers Pier to Pier Friendship Walk thanks all of its sponsors, including United Legwear & Apparel, McCarthy Construction, KCI General Contractors, Moose Toys, Kinecta Federal Credit Union, Petco Foundation, Steel Sports, The CET Foundation, Vertra, Ross Stores, Chevron, DreamWorks, Dakine, Aptos Retail, Continental Development, Mattel, Marshalls, OLIPOP, LA Kings, WSS and more than 100 other companies who have supported our children.

About Skechers Foundation

The Skechers Foundation was established to provide families around the world with the necessities and skills to succeed in life. In addition to organizing the Skechers Pier to Pier Friendship Walk, the Skechers Foundation funds tax-exempt, 501(c)(3) nonprofit organizations that provide education and job training, shoes, clothing, fitness and nutrition guidance to communities in need.

About Skechers USA, Inc.

Based in Manhattan Beach, California, Skechers (NYSE: SKX) designs, develops and markets a diverse range of lifestyle footwear for men, women and children, as well as performance footwear for men and women. Skechers footwear is available in the United States and over 170 countries and territories worldwide via department and specialty stores, more than 3,170 Skechers Company-owned and third-party-owned retail stores, and the Company’s e-commerce websites. The Company manages its international business through a network of global distributors, joint venture partners in Asia, Israel and Mexico, and wholly-owned subsidiaries in Canada, Japan, India, and throughout Europe and Latin America. For more information, please visit about.skechers.com and follow us on Facebook, Instagram, and Twitter.

This announcement contains forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, Skechers’ future domestic and international growth, financial results and operations including expected net sales and earnings, its development of new products, future demand for its products, its planned domestic and international expansion, opening of new stores and additional expenditures, and advertising and marketing initiatives. Forward-looking statements can be identified by the use of forward-looking language such as “believe,” “anticipate,” “expect,” “estimate,” “intend,” “plan,” “project,” “will be,” “will continue,” “will result,” “could,” “may,” “might,” or any variations of such words with similar meanings. Any such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected in forward-looking statements. Factors that might cause or contribute to such differences include international economic, political and market conditions including the challenging consumer retail markets in the United States; sustaining, managing and forecasting costs and proper inventory levels; losing any significant customers; decreased demand by industry retailers and cancellation of order commitments due to the lack of popularity of particular designs and/or categories of products; maintaining brand image and intense competition among sellers of footwear for consumers, especially in the highly competitive performance footwear market; anticipating, identifying, interpreting or forecasting changes in fashion trends, consumer demand for the products and the various market factors described above; sales levels during the spring, back-to-school and holiday selling seasons; and other factors referenced or incorporated by reference in Skechers’ annual report on Form 10-K for the year ended December 31, 2018, and its quarterly report on Form 10-Q for the three months ended June 30, 2019. The risks included here are not exhaustive. Skechers operates in a very competitive and rapidly changing environment. New risks emerge from time to time and we cannot predict all such risk factors, nor can we assess the impact of all such risk factors on our business or operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements as a prediction of actual results. Moreover, reported results should not be considered an indication of future performance.

Via Business Wire.

CBS and Viacom to Combine into One Company, ViacomCBS Inc.

Originally published: Tuesday, August 13, 2019 at 20:06 BST.

CBS and Viacom to Combine


Creates a leading global, multiplatform, premium content company, positioned to be one of the most important content producers and providers in the world

-- Portfolio of powerful consumer brands spanning all content categories and demographics

- Iconic library of 140,000+premium TV episodes and 3,600+ film titles

- Production capabilities across five continents, including more than 750 series ordered to or in production

- One of a few major film studios operating on a global basis

- Among the biggest content spenders in the industry, with more than $13 billion spent in the last 12 months

- Diverse and fast-growing portfolio of direct-to-consumer offerings

- Global reach of more than 4.3 billion cumulative TV subscribers in 180+ countries

- #1 share of broadcast and cable viewing across all key demographics in the U.S.

- First-choice distribution and advertising partner with industry-leading reach and capabilities

-- Delivers financial benefits that will position the combined company to create significant value for all shareholders

- Increased financial scale for significant and sustained investment in programming and innovation

- Attractive growth outlook

- EPS accretive transaction with estimated run-rate annual synergies of $500 million

- Highly cash flow generative

- Committed to maintaining an investment-grade credit rating and modest dividend payment

-- Bob Bakish to lead the combined company as President and CEO; Joe Ianniello will serve as Chairman and CEO, CBS


August 13, 2019 02:09 PM Eastern Daylight Time

NEW YORK--CBS Corp. (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIA, VIAB), two of the world’s leading entertainment companies, today announced they have entered into a definitive agreement to combine in an all-stock merger, creating a combined company with more than $28 billion in revenue.

The combined company, ViacomCBS Inc., will be a leading global, multiplatform, premium content company, with the assets, capabilities and scale to be one of the most important content producers and providers in the world. The combined company will be a scale player globally, with leadership positions in markets across the U.S., Europe, Latin America and Asia. This includes the largest television business in the U.S., with the highest share of broadcast and cable viewing across all key audience demographics, and strength in every key category, including News, Sports, General Entertainment, Pop Culture, Comedy, Music and Kids – making it a first-choice partner to distributors and advertisers. In addition, the combined company will possess a portfolio of fast-growing direct-to-consumer platforms, including both subscription and ad-supported offerings. It will also include a major Hollywood film studio, Paramount Pictures, which has been a producer and global distributor of filmed entertainment for more than a century and continues to be a global box office driver. Taken together, these distinct strengths will accelerate CBS and Viacom’s ability to deliver an array of compelling content to important and diverse audiences across both traditional and emerging platforms around the world.


Shari Redstone, Vice Chair of the Boards of Directors, CBS & Viacom, will be appointed Chair of the Board of ViacomCBS Inc. Source: Viacom

Bob Bakish, President and Chief Executive Officer, Viacom, will become President and Chief Executive Officer of the combined company. Bakish said: “Today marks an important day for CBS and Viacom, as we unite our complementary assets and capabilities and become one of only a few companies with the breadth and depth of content and reach to shape the future of our industry. Our unique ability to produce premium and popular content for global audiences at scale – for our own platforms and for our partners around the world – will enable us to maximize our business for today, while positioning us to lead for years to come. As we look to the future, I couldn’t be more excited about the opportunities ahead for the combined company and all of our stakeholders – including consumers, the creative community, commercial partners, employees and, of course, our shareholders.”

Joe Ianniello, President and Acting Chief Executive Officer, CBS, will become Chairman and CEO of CBS. Ianniello, who will oversee all CBS-branded assets in his new role, said: “This merger brings an exciting new set of opportunities to both companies. At CBS, we have outstanding momentum right now – creatively and operationally – and Viacom’s portfolio will help accelerate that progress. I look forward to all we will do together as we build on our ongoing success. And personally, I am pleased to remain focused on CBS’s top priority – continuing our transformation into a global, multiplatform, premium content company.”

Shari Redstone, Vice Chair of the Boards of Directors, CBS and Viacom, said: “I am really excited to see these two great companies come together so that they can realize the incredible power of their combined assets. My father once said ‘content is king,’ and never has that been more true than today. Through CBS and Viacom’s shared passion for premium content and innovation, we will establish a world-class, multiplatform media organization that is well-positioned for growth in a rapidly transforming industry. Led by a talented leadership team that is excited by the future, ViacomCBS’s success will be underpinned by a commitment to strong values and a culture that empowers our exceptional people at all levels of the organization.”


Bob Bakish, President & CEO, Viacom will become President & CEO of ViacomCBS Inc. Source: Viacom

Strategic Rationale

-- Premium content at scale. The combined company will possess a portfolio of powerful consumer brands, including CBS, Showtime, Nickelodeon, MTV, BET, Comedy Central and Paramount Network, as well as one of the largest libraries of iconic intellectual property, spanning every key genre and addressing consumers of all ages and demographics. This library comprises 140,000+ TV episodes and 3,600+ film titles, and reunites fan-favorite franchises such as Star Trek and Mission: Impossible. The combined company will also have more than 750 series currently ordered to or in production. In addition, it will include a major Hollywood film studio, Paramount Pictures, which creates and distributes feature-length entertainment around the world. The combined company will also be one of the largest content spenders, with more than $13 billion spent in the last 12 months.


Joe Ianniello, President & Acting CEO, CBS, will become Chairman & CEO of CBS, overseeing CBS-branded assets. Source: CBS Corporation

-- Global leadership positions. The combined company will be a broadcast and cable leader in key markets around the world, reaching more than 4.3 billion cumulative TV subscribers. In the U.S., the combined company’s portfolio of broadcast, premium and cable networks will have the highest share of viewing on television among key audiences, including Kids, African Americans and Hispanic viewers. In addition, the combined company will operate strong broadcast networks in the UK, Argentina and Australia, as well as pay-TV networks across more than 180 countries. It will also have significant global production capabilities across five continents – creating content in 45 languages.

-- Powerful, three-part strategy for growth. In a quickly evolving media landscape, the combined company will benefit from its distinct competitive position as one of the most important global content providers – for its own platforms as well as for third parties. This will enable the combined company to accelerate the growth of its direct-to-consumer strategy, enhance distribution and advertising opportunities and create a leading producer and licensor of premium content to third-party platforms globally.

- 1. Accelerate direct-to-consumer strategy. Together, the combined company will be positioned to accelerate and expand its direct-to-consumer strategy through its proven and diverse portfolio of both subscription and ad-supported offerings. These include CBS All Access and Showtime, which deliver premium, branded content live and on demand to millions of subscribers; Pluto TV, the leading free streaming TV service in the U.S.; and niche products such as CBSN, ET Live and Noggin. It also has an opportunity to expand globally by leveraging its existing strength in both subscription and ad-supported offerings, combined library, content production capabilities and international infrastructure.

- 2. Enhance distribution and advertising opportunities. The breadth and depth of the combined company’s reach across both traditional and new platforms – including 22% of U.S. TV viewership – will drive important new distribution and advertising opportunities. For distributors, this includes forming more expansive and multifaceted relationships, and applying the benefit of retransmission consent across a combined portfolio. For advertisers and agencies, the combined company will provide industry-leading reach through a variety of formats, including a portfolio of differentiated advanced advertising and marketing solutions, such as CBS Interactive, Viacom Vantage and Viacom Velocity, which will be applied against significant, expanded inventory across the portfolio.

- 3. Create a leading producer and licensor of premium content to third-party platforms globally. As one of the biggest premium content providers in the world, the combined company is positioned to deliver content to a diverse global customer base that includes MVPDs, broadcast and cable networks, subscription and ad-supported streaming services, mobile providers and social platforms. Notably, in addition to content licensing, CBS and Viacom are developing must-watch programming for a broad range of third-party networks and platforms to feed significant demand for original, premium content.

-- Significant value for all shareholders. The combined company will have an attractive growth outlook and increased financial scale with substantial free cash flow, which will enable significant and sustained investment in programming and innovation, as well as support the combined company’s commitment to maintaining a modest dividend payment. The transaction will be EPS accretive and is expected to deliver an estimated $500 million in annualized run-rate synergies within 12-24 months following closing, with additional strategic benefits. With one of the strongest balance sheets in the industry, the combined company will benefit from a solid investment grade rating.

Leadership, Governance and Transaction Terms

In addition to Bakish and Ianniello, the leadership team of the combined company will include Christina Spade as EVP and Chief Financial Officer; and Christa D’Alimonte as EVP, General Counsel and Secretary.

The Board of Directors will consist of 13 members: six independent members from CBS, four independent members from Viacom, the President and CEO of ViacomCBS and two National Amusements, Inc. (NAI) designees. Shari Redstone will be appointed Chair.

The merger agreement was approved by the Boards of Directors of both CBS and Viacom by unanimous vote of those present, upon the unanimous recommendations of the Special Committees of the CBS and Viacom Boards of Directors, respectively. Existing CBS shareholders will own approximately 61% of the combined company and existing Viacom shareholders will own approximately 39% of the combined company on a fully diluted basis. Under the terms of the merger agreement, each Viacom Class A voting share and Viacom Class B non-voting share will convert into 0.59625 of a Class A voting share and Class B non-voting share of CBS, respectively.

NAI, which holds approximately 78.9% and 79.8% of the Class A voting shares of CBS and Viacom, respectively, has agreed to deliver consents sufficient to assure approval of the transaction. More than two-thirds of the CBS directors unaffiliated with NAI (and all of those unaffiliated directors who voted on the transaction) have approved the transaction, as required in order to permit NAI to consent to the transaction under the terms of the 2018 settlement agreement entered into among CBS, NAI and certain other parties thereto.

The transaction is subject to regulatory approvals and other customary closing conditions. It is expected to close by the 2019 calendar year end.

The Special Committee of CBS’s Board of Directors is being advised by Centerview Partners LLC and Lazard Frères & Co. LLC as its financial advisors and by Paul, Weiss, Rifkind, Wharton & Garrison LLP as its legal counsel. The Special Committee of Viacom’s Board of Directors is being advised by LionTree Advisors LLC and Morgan Stanley & Co. LLC as its financial advisors and by Cravath, Swaine & Moore LLP as its legal counsel. Viacom is being advised by Shearman & Sterling LLP. NAI is being advised by Evercore as its financial advisor and by Cleary Gottlieb Steen & Hamilton LLP as its legal counsel.

Investor Call Details

CBS and Viacom will host a conference call with investors at 4:30 p.m. (ET) on August 13, 2019 to discuss this announcement.

A live audio webcast of the call will be available on the Investors homepage of CBS’s website (investors.cbscorporation.com) and Viacom’s website (ir.viacom.com). The conference call can also be accessed by dialing 1 (877) 451-6152 (domestic) or 1 (201) 389-0879 (international). Please call five minutes in advance to ensure you are connected prior to the call.

An audio replay of the call will be available beginning at 7:30 p.m. (ET) on August 13, 2019 in the Investor Calendar section of CBS’s corporate website and in the Events, Webcasts & Annual Meetings section of Viacom’s Investors home page, and at 1 (844) 512-2921 (domestic) and 1 (412) 317-6671 (international) using PIN number 13693788.

The announcement press release and other information related to the announcement will be accessible on CBS and Viacom’s websites.

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.

About Viacom

Viacom 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).

Important Information About the Transaction and Where To Find It

In connection with the proposed transaction, CBS and Viacom 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 transaction. This document 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 TRANSACTION 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 transaction. 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 transaction 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 transaction 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 transaction may not be completed on anticipated terms and timing, (ii) a condition to closing of the transaction may not be satisfied, including obtaining regulatory approvals, (iii) the anticipated tax treatment of the transaction 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 proposed transaction 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 transactions, (vii) any negative effects of the announcement, pendency or consummation of the transactions 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 transaction, (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 transaction 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 transaction, 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 transaction. While the list of factors presented here is, 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.

###

Update (10/17) - From Variety:

CBS-Viacom Merger Details Revealed, Shares to Trade on Nasdaq

Negotiations between CBS and Viacom went down to the wire on the day the long-gestating transaction was finally sealed on Aug. 13.

CBS Corp. and Viacom revealed the timeline of the merger talks in a Securities and Exchange Commission filing on Thursday that runs more than 650 pages. Also Thursday, CBS and Viacom said the shares of the newly minted ViacomCBS will trade on the Nasdaq market, where Viacom shares have been listed since December 2011. CBS at present is listed on the New York Stock Exchange.

The filing offers details of the wrangling between the boards of CBS and Viacom, and with the controlling shareholder in both companies, the Redstone family’s National Amusements Inc. (NAI). When CBS and Viacom fielded competing proposals for the combined company’s moniker, it was NAI that settled on ViacomCBS. ViacomCBS shares will trade under the ticker symbol VIACA (for the preferred shares largely held by NAI) and VIAC (for the common shares). The combined company will take a cue from CBS in having a fiscal year that ends Dec. 31 rather than on Sept. 30 as has been the norm for Viacom.

The filing sheds light on the sticking points in the negotiations that heated up in earnest in June. Viacom president-CEO Bob Bakish had an audition of sorts with the CBS board of directors before they agreed on Viacom’s push that he be named ViacomCBS CEO. CBS’ acting CEO Joseph Ianniello had multiple meetings with Shari Redstone, who is set to become chair of ViacomCBS, prior to accepting the CBS board’s demand that Ianniello have a “significant” executive role in the combined company.

The disclosure also reveals that Viacom dropped its asking price five times between Aug. 2 and Aug. 12, the day the sides agreed on a stock exchange ratio of 0.5965 shares of CBS for every Viacom share held. CBS’ board was insistent that the deal value Viacom at or near its market cap at the time of the transaction. The deal unveiled Aug. 13 values Viacom at around $12.5 billion-$13 billion.

The long list of board meetings and huddles with a raft of financial advisers — Centerview and Lazard for CBS, LionTree and Morgan Stanley for Viacom — was documented in great detail because of the potential for litigation around the merger. The board members of both companies have every incentive to demonstrate that outside bankers and lawyers were on hand to review every step.

CBS and Viacom had two previous fitful attempts at merger discussions in 2016 and early 2018, but in both cases, corporate drama derailed Redstone’s desire to see the two halves of her family’s media empire reunited. CBS and Viacom were brought together by her father, Sumner Redstone, in 2000, and split up into separate entities again as of January 2006.

The picture changed in September 2018 after longtime CBS chairman-CEO Leslie Moonves was ousted as allegations of sexual misconduct in his past surfaced. That came four months after Moonves went to war with Shari Redstone over control of CBS, filing a lawsuit that argued she was breaching her fiduciary duty to other CBS shareholders by pushing for the CBS-Viacom deal. After Moonves was forced out, Ianniello was named acting CEO.

Moonves’ ouster also coincided with the departures of six other CBS board members. From September to November of 2018, according to the filing, the newly reconstituted CBS board had four meetings with CBS senior managers to review company operations and allow the new board members to become familiar with the broadcast giant.

The filing makes note that those four meetings did not include discussions of “strategic alternatives” — aka M&A options.

On Jan. 22, Ianniello and newly appointed chief financial officer Christina Spade presented a long-range business plan to the board and engaged “in-depth discussion” about the proposal. At that time, the board approved the first year of that plan as CBS’ marching orders for 2019.

Nine days later, the CBS board met with advisers at Lazard and Centerview to hear their view of the changing media landscape and CBS’ long-term prospects.

By February, the CBS board was ready to take bigger steps toward positioning the Eye for the future. On Feb. 21 and March 9, CBS board members met to discuss “specific potential acquisition or merger opportunities within the media industry,” according to the filing. The board decided to “further evaluate” the potential of a re-combination with Viacom.

On March 25, Ianniello had his second meeting with Shari Redstone. Ianniello reiterated his belief that there was merit to a CBS-Viacom integration, if the price and other conditions were right. Those were important conciliatory moves for the CBS chief because he had been a top lieutenant to Moonves since 2006 and he was closely associated with the bold effort to sue NAI and Redstone in 2018.

On April 4, CBS board members meet again with Centerview, Lazard and lawyers from the Paul Weiss firm. Shari Redstone and Robert Klieger, a CBS board member designated by NAI, skip the session because of their conflicting ties to NAI.

The outside advisers tell the CBS board that the timing is bad for CBS to be an acquisition target because the likeliest buyers — none are named but the list presumably included AT&T, Comcast and Disney — were already preoccupied with other acquisition deals. Also, the advisers noted that a CBS deal with an entity other than Viacom would bring regulatory scrutiny, whereas the CBS-Viacom deal is expected to have a much smoother regulatory review because the companies already share a common parent company in NAI.

On April 7, the CBS board creates a four-person special committee of eight independent directors: Candace Beinecke, Barbara Byrne, Linda Griego, Martha Minow, Susan Schuman, Gary Countryman, Brian Goldner and Frederick Terrell.

The filming makes the point that the CBS special committee “was also empowered to determine at any time not to pursue the potential transaction with Viacom and to terminate CBS’ consideration thereof.”

Four days later, Bakish and Ianniello have their first discussion about a possible merger, with the blessing of both boards. On April 17, CBS and Viacom executives sign a non-disclosure agreement regarding the merger discussions. On April 26, Viacom’s short-term financial forecasts are shared with the CBS board. By May 10, senior executives from both companies met “to discuss potential synergies that could be achieved.”

June was a busy month of meetings and due diligence for the boards and senior executives of both companies. Viacom board members raise concerns among themselves about the economic terms of the deal. CBS gave every signal that it was in favor of the deal but only at a price. The CBS board felt the premium for Viacom shares was already baked in to the company’s stock price.

NAI stayed out of those discussions although the filing notes that Redstone did “from time to time state that the exchange ratio should be fair to shareholders of both companies.”

Around this time, CBS floated an offer to buy the Starz premium cable channel group from Lionsgate for $5 billion. The CBS board members agreed among themselves that Starz (described as “Company A” in the filing) was not an alternative to a Viacom transaction but rather a supplement.

Also at this time, the CBS board began to have specific discussions about the fate of Bakish and Ianniello. Viacom and NAI made it clear they both favored Bakish in the CEO role.

The first stirrings of economic considerations appear in June, with the Viacom board suggesting that the exchange ratio of 0.61, which had been tentatively agreed on during the spring 2018 talks, should be the minimum floor price in discussions. CBS did not agree.

In late June, Bakish and Ianniello have multiple meetings to discuss senior management decisions and CBS’ “rumored” interest in Starz.

On July 8, Bakish gets his closeup with a meeting with four CBS directors: Beinecke, Byrne, Goldner and Terrell. The group discussed Bakish’s “vision and strategic views for the combined company and his viewers with respect to the composition of the senior management team.”

Bakish and Ianniello have more meetings in July. The discussion of the combined company name comes up. The sides also differ on proposals for the board structure of ViacomCBS. Viacom proposes 15 directors while CBS lobbies for 12. The final decision split the difference at 13.

Also in July, the CBS board is explicit in demanding a role for Ianniello at CBS “to provide a sense of continuity and stability for CBS employees.”

On July 30 Viacom proposes an exchange ratio of 0.63. Two days later, Bakish meets with CBS CFO Christina Spade to discuss assembling a blended corporate management team.

By Aug. 2, the question of management and the company name was settled. But the CBS special committee told its Viacom counterpart that the 0.63 exchange ratio was a non-starter and they needed to come back with something “closer to where the CBS special committee would be willing to transact.”

The next day, Viacom drops its asking price to 0.615. On Aug. 5, Viacom shaves the price down to 0.6125 while CBS raises its offer to 0.5625. At this point, the talks are put on hold while both companies report quarterly earnings on Aug. 8.

The back-and-forth resumes on Aug. 11. The CBS special committee tells Viacom that it will only consider an exchange ratio that is under 0.60. After what sounds like a marathon day of board meetings, CBS and Viacom authorize their respective bankers to haggle over the exchange ratio. Viacom returns with an offer of 0.6064, which is quickly trimmed to 0.604, and finally to the magic number of 0.5965. CBS accepts that figure on Aug.12.

On Aug. 12-13, there’s last-minute wrangling over some open points on new contracts for key CBS executives. The back and forth between the boards persists on Aug. 13, the day the merger agreement was announced after the market close.

The shadow of the earlier fights over the merger still hangs over the boardrooms. As part of the merger agreement, NAI expressly committed to making no changes to the ViacomCBS board until the second anniversary of the deal closing. It also agreed to maintain a board that is majority controlled by independent directors that are not affiliated with NAI. And it agreed to have an open mind about a potential acquisition of ViacomCBS, should a suitor come forward. As described in the filing, NAI is obligated to give “good faith consideration to any business combination or other strategic alternative involving ViacomCBS that the Unaffiliated Independent Directors determine may be in the best interests of ViacomCBS and its stockholders.”

###

Older posts:

Update (8/30) - CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB, VIA) have jointly announced that Julia Phelps has been named Executive Vice President, Chief Communications and Corporate Marketing Officer of ViacomCBS, effective upon closing of the deal to combine CBS and Viacom. Phelps will report to Bob Bakish, President and Chief Executive Officer, Viacom, who will serve as President and Chief Executive Officer of ViacomCBS upon close.

As Executive Vice President, Chief Communications and Corporate Marketing Officer, Phelps will lead the combined company’s Corporate Communications, Corporate Marketing, Corporate Responsibility, Special Events and Internal Creative teams.

“Julia has been a vital force in shaping and communicating Viacom’s strategy, and revitalizing its vibrant culture and dynamic, entrepreneurial spirit,” said Bakish. “Her leadership and skill in communicating and driving change will be invaluable as we bring together the talented teams of CBS and Viacom.”

The appointment of Phelps follows yesterday’s announcement of Anthony DiClemente as Executive Vice President, Investor Relations, ViacomCBS, effective upon close.

“Julia and Anthony are both highly experienced executives who have contributed significantly to the respective success of Viacom and CBS. I look forward to working with both of them, drawing on their insights and expertise, as we pursue a powerful growth strategy anchored in ViacomCBS’s position as one of the most important content producers and providers in the world,” said Bakish.

Phelps has served as Executive Vice President, Communications, Culture and Marketing, Viacom since April 2017. During this time, she has overseen a variety of important initiatives, including the development and roll out of Viacom’s corporate mission, vision and values; the global launch of Spark, a next-generation town hall to equip and engage employees; and Generation Change, a global platform designed to elevate and empower young people who drive change around the world. Before that, Phelps served as Executive Vice President of Communications at Viacom International Media Networks (VIMN), where she led VIMN's internal and external communications efforts for Viacom's international brands, including MTV, Nickelodeon, Comedy Central, BET, Paramount Channel, VH1, COLORS and Channel 5. Previously, she served as Senior Vice President of Corporate Communications for VIMN and as VP of Corporate Communications for Viacom. Phelps first joined Viacom in 2005 from New York based agency DeVries Public Relations. A native of Canada, Phelps earned a B.A. in Political Science from the University of Victoria in British Columbia, and an M.S. in Strategic Communications from Columbia University.

The combination remains subject to regulatory approvals and other customary closing conditions. It is expected to close by the 2019 calendar year end.

###