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The conglomerate’s move is a response to this week’s recommendation from National Amusements that CBS and Viacom merge. It formally urged the companies, which have been separate entities since 2006, to explore a recombination in a letter on Thursday.
National Amusements, controlled by Sumner Redstone and his daughter Shari, owns the vast majority of voting shares of both CBS and Viacom.
The so-called “Special Committee of Independent Directors” consists mostly of new board members recently added in the wake of a power struggle between the Redstones and Viacom’s management, which led to the ouster of former CEO Philippe Dauman.
The committee consists of new Viacom chairman Thomas May and former Sony top executive Nicole Seligman, who will be co-chairs, along with BuzzFeed chairman Kenneth Lerer, former Discovery Communications CEO Judith McHale, Avis Budget Group boss Ronald Nelson and longtime Viacom board member Charles Phillips.
The committee retained Debevoise & Plimpton as independent legal advisor.
National Amusements said Thursday that a merger of CBS and Viacom “might offer substantial synergies that would allow the combined company to respond even more aggressively and effectively to the challenges of the changing entertainment and media landscape.”
It also made clear that the company would not accept or support “any acquisition by a third party of either company or any transaction that would result in National Amusements surrendering its controlling position” in either company or lead to some other entity controlling the combined company.
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