Investor Considering Legal Action Against Viacom on CBS Merger

https://www.bloomberg.com/news/articles/2019-08-13/gabelli-considering-legal-action-against-viacom-on-cbs-merger

Mario Gabelli

Photographer: Chris Goodney/Bloomberg

Mario Gabelli, whose fund
Gamco Investors, Inc.
, is the largest outside holder of
Viacom Inc.
voting shares, said he’s exploring legal options because his stock is being bought for less that what he perceives as market value in the company’s merger with
CBS Corp.

“I’m checking with the lawyers now, to see what they can do under Delaware law,” Gabelli said in an interview after the deal announcement. “Do they need a majority of the minority to approve this deal? In which case, it’s very hard to see how Viacom can’t get a premium for its voting stock. It’s been selling at a premium for 10 years. As opposed to CBS (voting stock), which is not.”

Viacom vs. Viacom

A spokeswoman for the Redstone holding company, National Amusements Inc., declined to comment, as did representatives of Viacom and CBS.

Gamco owns roughly 8.93% of Viacom’s voting shares, according to data compiled by Bloomberg.

The no-premium merger does not require a vote by minority shareholders on either side. The Redstones control about 80% of the voting stock at each company and both companies’ boards created special committees to weigh in on the deal.

CBS announced a merger Tuesday in which Viacom investors will receive .59625 CBS shares for each Viacom share.

Viacom voting shares closed at $30.75 while Viacom nonvoting shares closed at $29.21 on Tuesday.

But the Viacom voting shares had traded significantly higher than the nonvoting shares before the terms of the deal became public. The voting shares closed at $34.24 last Friday and dropped 10% since then.

“It’s not fair,” Gabelli said, referring to the current price of Viacom voting shares.

The longtime media investor said he liked the combination overall, praising the management team of Robert Bakish and Joe Ianniello. His one other gripe, however, is the name ViacomCBS, which he does not care for. Having the Viacom name first must be nod to the company’s largest shareholder, Sumner Redstone, who loved the name Viacom, Gabelli said.

“Viacom is his baby,” he said.

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