Viacom and CBS reunite in $12 billion deal, but challenges abound

Long known as the squabbling siblings of media, CBS Corp. and Viacom Inc. are poised to finally reunite after 13 years apart.

The much-anticipated corporate union, which will be called ViacomCBS Inc., is set to conclude Wednesday after the markets close. The Viacom name gets top billing even though CBS is more valuable.

The merger culminates a three-year campaign by Shari Redstone — daughter of the ailing mogul Sumner Redstone — who out-maneuvered her father’s long-time lieutenants to merge the New York-based media companies.

“This merger was born out of necessity,� said Peter Csathy, chairman of CREATV, an Orange County advisory firm. “It is no mystery that scale is what everyone has been looking for in this fundamentally changing media space.�

Shares in the reconstituted company, which will be valued at about $25 billion, will begin trading Thursday on the Nasdaq market under ticker symbols, VIAC and VIACA.

The all-stock transaction is worth nearly $12 billion, which was the market capitalization of Viacom, the media company that owns MTV, Comedy Central, Nickelodeon, BET and Paramount Pictures, the movie studio known for “Top Gun� and the “Transformers� franchises.

CBS and Viacom stock have each dropped about 20% since the merger was announced in August. CBS closed Tuesday down 1.3%, or 52 cents, to $39.34. Viacom closed down 1.22%, or 29 cents, to $23.47.

Investors are concerned that ViacomCBS has too much exposure in traditional businesses, including TV advertising and cable channels, which have been pummeled by cord-cutting. While CBS has moved into streaming, its offerings have been less ambitious than those launched by rivals.

The merger is latest in the wave of media consolidations. Last year, telecommunications colossus AT&T acquired HBO, CNN, TBS and the Warner Bros. studio in an $85-billion deal. In March, Disney completed a $71.3-billion acquisition of much of Rupert Murdoch’s Hollywood holdings, including 20th Century Fox film and television studios.

CBS and Viacom suddenly found themselves medium-sized players. Both were weakened by years of boardroom battles, costly lawsuits, and management woes.

The company must quickly bring together two starkly different corporate cultures and increase revenue to retain such expensive properties as CBS’ partnership with the NFL. Corporate leaders also must decide whether to push more aggressively into streaming or become a larger content supplier to Netflix and others.

“The company’s digital strategy is trying to strike a tricky balance between licensing revenues, growing its own streaming services and not cannibalizing its legacy revenue,� Barclays Capital media analyst Kannan Venkateshwar wrote in a recent report.

Viacom made its debut as a public company in 1971 when it was spun off from CBS after the Federal Communications Commission ruled that the three television networks could not syndicate their own programming.

The two companies merged in 2000, but six years later, Sumner Redstone separated them again, amid fears that CBS would drag down Viacom, which then was the faster growing company. But within a decade, roles had reversed and it was venerable CBS that had more clout.

Viacom Chief Executive Bob Bakish becomes president and chief executive of the new entity, and he will have a seat on the board.

Shari Redstone becomes the first chairwoman in Viacom’s history.

CBS’ acting CEO, Joseph Ianiello is in line to collect $100 million in severance, including $79 million cash, at the deal’s close. Ianniello received a new 15-month contract, entitling him to tens of millions of dollars more.

Shari Redstone first attempted to facilitate the merger in 2016, but retreated. She tried again in 2018 but was rebuffed by then-CBS chief Leslie Moonves. He was forced out a year ago amid a sexual harassment scandal and the boards of two companies eventually concluded they needed to bulk up.

Though it will be smaller than its rivals — Disney’s market value is $268 billion — ViacomCBS will be one the largest players in TV advertising, capturing an estimated 20% of viewership to traditional television outlets. It also will spend more than $13 billion a year to produce content with plans to increase its profile in video streaming space with CBS All Access, digital news channel CBSN, Showtime and Pluto TV.

The company’s library is stocked with more than 140,000 television episodes, including lucrative children’s franchises including “SpongeBob SquarePants,� and more than 3,600 movie titles.

It will also have international exposure with networks in Britain, Australia and Argentina. CBS’ premium channel, Showtime, once again will have access to movies from Paramount Pictures’ deep library.

The merger was approved by the Redstone family and ratified by the boards of both companies.