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One of the media industry’s longest-running merger discussions is entering a new — and potentially final — round.
CBS board members have initiated a fresh set of internal conversations about making an offer to acquire cable channel operator Viacom, according to two people familiar with the talks. The two companies were part of the same corporate entity until 2006, when they separated in an attempt to unlock what executives saw as the growth potential of Viacom.
The fresh round of talks comes as CBS, which also owns Showtime and publisher Simon & Schuster, announced that it decided to call off its search for a new chief executive and extended the contract of Joseph Ianniello, the acting chief executive of CBS.
A merger with Viacom is described as “the number one priority for several CBS board members,” including the majority shareholder, Shari Redstone, according to a source close to the conversations. As part of an earlier legal settlement, Redstone had agreed not to push for a merger between the two parties.
“They are going ahead to try to name a price,” said one person familiar with talks. “They had reached a number before, but it has to be adjusted. What I believe is happening is the CBS board is authorizing direct discussions with Viacom.”
This person warned that the directors are still discussing the topic and that a deal is not guaranteed.
The sources said that current board members are positioning themselves to join the board of the new company should the merger come to fruition.
Spokespeople for CBS and Shari Redstone declined comment. CBS Chairman Strauss Zelnick also declined comment.
Viacom operates a variety of cable channels including MTV, Comedy Central, Nickelodeon and BET. It also owns the movie studio Paramount Pictures.
The talks have involved adjusting a set of valuation numbers that were agreed on by the boards of CBS and Viacom back in early 2018 when they last discussed a merger. Those talks broke down after the former chief executive of CBS, Leslie Moonves, moved to sue its majority shareholder in an effort to block plans to merge the company with Viacom. Moonves later left the company amid allegations of sexual harassment, though he denied the claims.
Since then, CBS has lost a billion dollars in market capitalization in a buoyant stock market.
One source said that the CEO search had not yielded a candidate that the board felt had a good enough long-term plan to grow CBS. Consequently, Viacom acquisition discussions are the next step. No offer is imminent, said one of these people, and any deal is dependent on the approval of two-thirds of the CBS independent board members.
Other mergers between media giants including Disney and Fox have put pressure on smaller players to grow or find companies willing to acquire them.
CBS is dependent on advertising revenue and also fees paid by cable and satellite operators, which are seeing declines in subscriber numbers because of the growth of direct-to-consumer streaming video services. CBS has its own streaming service, CBS All Access, which has been growing subscriptions.