(Adds details, background)
Sept 30 Viacom Inc said it had formed a
special committee to consider National Amusements Inc's proposal
to combine the company with CBS Corp.
National Amusements, owned by media baron Sumner Redstone
and his daughter Shari Redstone, on Thursday urged the boards of
Viacom and CBS to explore a combination.
National Amusements, the majority shareholder of CBS and
Viacom, also said it would not support the acquisition of either
media company by a third party or surrender its control of
The committee consists of independent directors Thomas May
and Nicole Seligman, who will act as co-chairs, and Kenneth
Lerer, Judith McHale, Ronald Nelson and Charles Phillips, Viacom
said in a statement.
Apart from Phillips, a long standing member of the Viacom
board, all the other members were picked by the Redstones as a
part of their battle for control of Viacom which resulted in the
departure of former CEO Philippe Dauman.
National Amusements owns 80 percent of the voting shares of
both media companies.
Shari Redstone, Sumner Redstone's daughter and an owner of
National Amusements, has favored recombining the two companies
under the leadership of CBS CEO Leslie Moonves, sources have
previously told Reuters.
Viacom has hired Debevoise & Plimpton LLP as its legal
advisor, and also expects to retain a financial adviser.
(Reporting by Narottam Medhora in Bengaluru; Editing by Shounak