CBS (NYSE: CBS.A and CBS) and Viacom (NASDAQ: VIAB, VIA) today
jointly announced that Anthony DiClemente has been named to the
position of Executive Vice President, Investor Relations,
ViacomCBS, effective upon closing of the deal to combine CBS and
Viacom. DiClemente will report to Christina Spade, Executive Vice
President and Chief Financial Officer, CBS Corporation, who will
serve as Chief Financial Officer of the combined company, as
previously announced.
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In his new role, DiClemente will coordinate and oversee outreach
strategies to the investment community. In addition, he will also
be closely involved in refining the newly combined company’s
corporate strategy and competitive positioning.
“I am thrilled that Anthony will step into this key leadership
position at the newly unified company,” said Spade. “His deep
knowledge of our business, his vast research experience, and the
relationships he’s built with investors during his time as a Wall
Street analyst covering the media industry will be invaluable to us
and the future of our company.”
DiClemente joined CBS in June 2019 as Executive Vice President,
Investor Relations. Before joining CBS, he was Senior Managing
Director and Fundamental Research Analyst at Evercore Group, where
he worked since 2017. Prior to that, DiClemente led the equity
research coverage of internet and media companies for Nomura
Instinet, and before that, he worked for Barclays and Lehman
Brothers for 13 years.
During his time as an analyst, DiClemente was ranked Top 3 in
the Media category of Institutional Investor’s All-American
Research Team from 2008 through 2010, including #1 in 2010.
He graduated with a Bachelor of Science degree in Finance from
the University of Virginia’s McIntire School of Commerce, and is a
CFA charter holder. DiClemente lives in New York City with his wife
Allison and their children.
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 (NASDAQ: VIAB, VIA) 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 between CBS
Corporation (“ CBS”) and Viacom Inc.
(“ Viacom”), CBS 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 if and when they become available.
These documents (if and when available) may be obtained free of
charge from the SEC’s website http://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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190828005232/en/
Press: CBS Kelli Raftery, Executive Vice
President, Corporate Communications (212) 975-3161
kelli.raftery@cbs.com Viacom Alexa Cassanos, Vice President,
Corporate Communications (212) 846-6197
alexa.cassanos@viacom.com
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