Viacom Announces Secondary Offering by National Amusements

Wed Oct 14, 2009 7:07am EDT
 
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NEW YORK, Oct. 14 /PRNewswire-FirstCall/ -- Viacom Inc. (NYSE: VIA and VIA.B)
today announced that National Amusements, Inc. (NAI) intends to offer in an
underwritten public offering a number of shares of Viacom's Class B common
stock intended to result in offering proceeds to NAI of approximately $600
million, assuming full exercise of the 30-day over-allotment options NAI has
granted the underwriters.


Viacom will not sell any shares in the offering and will not receive any of
the proceeds from NAI's sale of shares of Class B common stock in the
offering.  NAI will pay all expenses associated with the offering and has
agreed to indemnify Viacom under certain circumstances should they occur in
connection with the offering.


NAI, which is controlled by Sumner Redstone, owns, through its wholly-owned
subsidiary, NAIRI, Inc., approximately 46.8 million shares of Viacom voting
Class A common stock, or approximately 81.6% of the outstanding shares of
Class A common stock, and approximately 16.3 million shares of Viacom
non-voting Class B common stock, or approximately 3.0% of the outstanding
shares of Class B common stock.  The shares of Viacom's Class B common stock
proposed to be sold include all of the shares of Class B common stock that NAI
currently owns, and additional shares of Viacom's Class B common stock to be
received upon the conversion of shares of Class A common stock into Class B
common stock.  Under Viacom's certificate of incorporation, the company's
Class A common stock is convertible into Class B common stock on a one for one
basis. Following the offering, NAI will continue to have voting control of
Viacom.


Citi will act as sole-bookrunner and joint-lead manager for the offering, and
J.P. Morgan will act as joint-lead manager for the offering.


Viacom has filed a registration statement (including a prospectus) with the
Securities and Exchange Commission (the "SEC") for the offering to which this
communication relates. Before you invest, you should read the prospectus in
that registration statement and any other documents Viacom has filed with the
SEC for more information about Viacom and the offering. You may get these
documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. A
copy of the prospectus for the offering can also be obtained from Citi at
Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220
(1-800-831-9146); J.P. Morgan, Attention: Prospectus Department, 4 Chase
Metrotech Center, CS Level, Brooklyn, NY 11245 or by calling (718) 242-8002.


This information does not purport to be a complete description of these
securities or the offering. Please refer to the prospectus for a complete
description. This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities in any jurisdiction to any
person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.


Cautionary Statement Concerning Forward-looking Statements


This news release contains both historical and forward-looking statements. All
statements that are not statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements reflect the
Company's current expectations concerning future results, objectives, plans
and goals, and involve known and unknown risks, uncertainties and other
factors that are difficult to predict and which may cause actual results,
performance or achievements to differ. These risks, uncertainties and other
factors include, among others: the worsening of current economic conditions
generally, and in advertising and retail markets in particular; the public
acceptance of the Company's programs, motion pictures and games on the various
platforms on which they are distributed; competition for audiences and
distribution; technological developments and their effect in the Company's
markets and on consumer behavior; fluctuations in the Company's results due to
the timing, mix and availability of the Company's motion pictures and games;
changes in the Federal communications laws and regulations; the impact of
piracy; other domestic and global economic, business, competitive and/or
regulatory factors affecting the Company's businesses generally; and other
factors described in the Company's news releases and filings with the
Securities and Exchange Commission, including its 2008 Annual Report on Form
10-K and reports on Form 10-Q and Form 8-K. The forward-looking statements
included in this document are made only as of the date of this document, and
the Company does not have any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.




SOURCE  Viacom Inc.

Media, Kelly McAndrew, +1-212-846-7455, kelly.mcandrew@viacom.com, Investors, 
James Bombassei, +1-212-258-6377, james.bombassei@viacom.com

 

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