"The Special Committee believes that the Company and its public stockholders face a serious threat of imminent, irreparable harm in Ms. Redstone's potential response to the Special Committee's unanimous decision yesterday, May 13, 2018, that the proposed Viacom transaction is not in the best interests of CBS stockholders (other than NAI)", CBS wrote in its filing.
CBS disclosed the interest of another would-be acquirer in court documents today.
"This precipitous lawsuit, and the efforts of CBS management and its "independent" directors to wrest voting control from NAI, are outrageous", National Amusements said. It's unclear how far these talks had progressed, with some characterizing the conversations as early stage. Shari Redstone, vice chair of CBS and Viacom, has been seeking to merge the two media companies. The move comes as National Amusements has again pursued recombining CBS and Viacom.
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National Amusements said the TRO that CBS requested is due to National Amusements raising concerns about incidents of bullying and intimidation in relation to one CBS director, dating back to 2016.
At its meeting on Thursday, CBS's special committee of directors intends to recommend a stock dividend that would dilute National Amusements Inc's (NAI) voting power to 17 percent from 80 percent. CBS is right to defend shareholder value but in doing so it could hurt investors in both companies. "In that case, we could see more interest among pipes/platform companies in acquiring meaningful legacy brands". That's the holding company run by Shari Redstone, the daughter of media mogul Sumner Redstone. The dividend, if issued, would dilute National Amusements, Inc.'s voting interest from approximately 79% to 17%. "CBS's stock price has dropped from almost $70 per share to almost $50 per share since merger talks were reinstated-a loss of approximately $7 billion in market cap suffered by the Class B stockholders".