NEW
YORK, July 7, 2024 /PRNewswire/ -- The Special
Committee of the Board of Directors (the "Special Committee") of
Paramount Global (NASDAQ: PARA, PARAA) ("Paramount" or "the
Company") today confirmed that it has unanimously approved a merger
agreement between Paramount and Skydance Media, LLC
("Skydance").
The Special Committee was formed on January 2, 2024, at the request of Paramount's
controlling stockholder, National Amusements, Inc. ("NAI"), to
evaluate potential transactions involving both NAI and Paramount as
NAI considered its options relating to its investment in Paramount.
The Special Committee retained independent financial and legal
advisors, Centerview Partners LLC and Cravath, Swaine & Moore
LLP respectively. Over a period of more than six months, the
Special Committee considered multiple approaches and constructs
from various counterparties and solicited interest from potential
counterparties for an acquisition of Paramount.
The merger agreement includes a 45-day "go-shop" period, which
permits the Special Committee and its representatives to actively
solicit and consider alternative acquisition proposals. There can
be no assurance that this process will result in a superior
proposal, and the Company does not intend to disclose developments
with respect to the go-shop process unless and until it determines
such disclosure is appropriate or is otherwise required.
On behalf of the Special Committee, Charles E. Phillips, Jr. said: "We are pleased
to have reached an agreement that we believe delivers to Paramount
stockholders both immediate value and future upside opportunity.
The Special Committee, with the assistance of independent financial
and legal advisors, conducted a thorough review of actionable
potential transactions to drive value for our stockholders. In
addition to economic value, the Special Committee took into account
the certainty of closing and regulatory approvals. Following
extensive negotiations with Skydance, we believe this proposed
transaction will position Paramount for success in a rapidly
evolving industry landscape. Upon closing, it will deliver
immediate cash consideration at a premium to both the minority
Class A and Class B stockholders, who will also benefit from what
we believe to be considerable upside through continued equity
participation in New Paramount."
Mr. Phillips continued, "The Special Committee would like to
thank our Co-CEOs George Cheeks,
Chris McCarthy and Brian Robbins for making significant progress on
optimizing company operations in a short period of time,
positioning Paramount for a sustainable transformation and a path
to profitable growth going forward."
Further information regarding terms and conditions contained in
the merger agreement will be available on the investor relations
section of Paramount's website at https://ir.paramount.com/ and in
a joint press release issued earlier today by Paramount and
Skydance.
Important Information About the Transactions and Where To
Find It
In connection with the proposed transactions
involving Paramount, Skydance and NAI (the "Transactions"),
Paramount will file with the Securities and Exchange Commission
(the "SEC") a registration statement on Form S-4 that will include
an information statement on Schedule 14C and that will also
constitute a prospectus of Paramount. Paramount may also file other
documents with the SEC regarding the Transactions.
This document is not a substitute for the information
statement/prospectus or registration statement or any other
document that Paramount may file with the SEC. INVESTORS AND
SECURITY HOLDERS OF PARAMOUNT ARE URGED TO READ THE REGISTRATION
STATEMENT, WHICH WILL INCLUDE THE INFORMATION STATEMENT/PROSPECTUS,
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE
DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND
RELATED MATTERS. Investors and security holders may obtain free
copies of the registration statement on Form S-4 (when available),
which will include the information statement/prospectus, and other
documents filed with the SEC by Paramount through the website
maintained by the SEC at www.sec.gov or by contacting the investor
relations department of Paramount (+1-646-824-5450;
jaime.morris@paramount.com).
No Offer or Solicitation
This communication is for
informational purposes only and is not intended to and does not
constitute an offer to subscribe for, buy or sell, or the
solicitation of an offer to subscribe for, buy or sell, or an
invitation to subscribe for, buy or sell, any securities or a
solicitation of any vote or approval in any jurisdiction, nor shall
there be any sale, issuance or transfer of securities in any
jurisdiction in which such offer, invitation, sale or solicitation
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, and otherwise in accordance with applicable law.
Cautionary Notes on Forward-Looking Statements
This
communication contains both historical and forward-looking
statements, including statements related to our future results,
performance and achievements. All statements that are not
statements of historical fact are, or may be deemed to be,
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Similarly, statements
that describe our objectives, plans or goals are or may be
forward-looking statements. These forward-looking statements
reflect our current expectations concerning future results and
events; generally can be identified by the use of statements that
include phrases such as "believe," "expect," "anticipate,"
"intend," "plan," "foresee," "likely," "will," "may," "could,"
"estimate" or other similar words or phrases; and involve known and
unknown risks, uncertainties and other factors that are difficult
to predict and which may cause our actual results, performance or
achievements to be different from any future results, performance
or achievements expressed or implied by these statements.
Important risk factors that may cause such a difference include,
but are not limited to: (i) that the Transactions may not be
completed on anticipated terms and timing (or at all), (ii) that a
condition to closing of the Transactions may not be satisfied,
including the failure to receive any required regulatory approvals
from any applicable governmental entities (or any conditions,
limitations or restrictions placed on such approvals), (iii) that
the anticipated tax treatment of the Transactions may not be
obtained, (iv) the potential impact of unforeseen liabilities,
future capital expenditures, revenues, costs, expenses, earnings,
synergies, economic performance, indebtedness, financial condition
and losses on the future prospects, business and management
strategies for the management, expansion and growth of the combined
business after the consummation of the Transactions, (v) potential
litigation relating to the Transactions that could be instituted
against Paramount or its directors, (vi) potential adverse
reactions or changes to business relationships resulting from the
announcement or completion of the Transactions, (vii) any negative
effects of the announcement, pendency or consummation of the
Transactions on the market price of Paramount's common stock and on
Paramount's or Skydance's operating results, (viii) risks
associated with third party contracts containing consent and/or
other provisions that may be triggered by the Transactions, (ix)
the risks and costs associated with the integration of, and the
ability of Paramount and Skydance to integrate, the businesses
successfully and to achieve anticipated synergies, (x) the risk
that disruptions from the Transactions will harm Paramount's
business, including current plans and operations or by diverting
management's attention Paramount's ongoing business operations,
(xi) the ability of Paramount to retain and hire key personnel and
uncertainties arising from leadership changes, (xii) legislative,
regulatory and economic developments, (xiii) the other risks
described in Paramount's most recent annual report on Form 10-K and
quarterly report on Form 10-Q, and (xiv) management's response to
any of the aforementioned factors. There may be additional risks,
uncertainties and factors that we do not currently view as material
or that are not necessarily known.
These risks, as well as other risks associated with the
Transactions, will be more fully discussed in the information
statement/prospectus that will be included in the registration
statement on Form S-4 that will be filed with the SEC in connection
with the Transactions. While the list of factors presented here is,
and the list of factors to be presented in the registration
statement on Form S-4 is, considered representative, no such list
should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward-looking
statements. Consequences of material differences in results as
compared with those anticipated in the forward-looking statements
could include, among other things, business disruption, operational
problems, financial loss, legal liability to third parties and
similar risks, any of which could have a material adverse effect on
Paramount's consolidated financial condition, results of
operations, credit rating or liquidity. The forward-looking
statements included in this communication are made only as of the
date of this communication, and we do not undertake any obligation
to publicly update any forward-looking statements to reflect
subsequent events or circumstances, except as otherwise required by
applicable law.
Contact:
Brunswick Group
ParamountSpecialCommittee@brunswickgroup.com
(212) 333 – 3810
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SOURCE The Special Committee of the Board of Directors of
Paramount Global