Viacom Inc. (NASDAQ:VIAB, VIA) has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to 2,500,000 shares of Viacom Class B common stock at a price of $38.88 per share. The offer price is approximately 4.7% below the closing price of Viacom’s Class B shares on December 22, 2015, the day before commencement of the offer, and approximately 5.6% below today’s closing price of $41.18. The offer is for approximately 0.72% of the outstanding Class B shares of Viacom common stock as of November 4, 2015.
TRC Capital has made many similar mini-tender offers for the shares of other companies. Because TRC Capital’s mini-tender offer is for less than 5 percent of Viacom’s outstanding shares, it is not subject to many of the disclosure and procedural requirements of the Securities and Exchange Commission that are designed to protect investors. The SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm.
Viacom does not endorse TRC’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Viacom recommends that shareholders exercise caution with respect to TRC’s unsolicited mini-tender offer, and notes that the offer price is below Viacom’s current share price. Viacom also notes that the offer is subject to the satisfaction of a substantial number of conditions, including the absence of any decrease in the market price of the company’s shares from the price on the date of the offer and the ability of TRC to finance the offer. If the market price of Viacom shares falls or TRC cannot obtain financing, TRC is permitted to terminate the offer and not purchase any shares.
Viacom strongly encourages shareholders to obtain current market quotations for their shares, and to consult with their broker or financial advisor. Shareholders who already have tendered their shares are advised that they may withdraw their shares by providing the written notice described in the TRC offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. eastern time on Friday, January 22, 2016.
Viacom requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to the Class B shares of Viacom stock.
About Viacom
Viacom is home to premier global media brands that create compelling television programs, motion pictures, short-form content, apps, games, consumer products, social media experiences, and other entertainment content for audiences in 180 countries. Viacom's media networks, including Nickelodeon, Comedy Central, MTV, VH1, Spike, BET, CMT, TV Land, Nick at Nite, Nick Jr., Channel 5 (UK), Logo, Nicktoons, TeenNick and Paramount Channel, reach a cumulative 3.4 billion television subscribers worldwide. Paramount Pictures is a major global producer and distributor of filmed entertainment.
For more information about Viacom and its businesses, visit www.viacom.com. Keep up with Viacom news by following Viacom's blog at blog.viacom.com and Twitter feed at www.twitter.com/viacom.
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Contacts:
Media
Jeremy Zweig, 212-846-7503
jeremy@viacom.com
or
Investors
James
Bombassei, 212-258-6377
james.bombassei@viacom.com
or
Pamela
Yi, 212-846-7581
pamela.yi@viacom.com