Creates a leading global, multiplatform, premium content company, positioned to be one of the most important content producers and providers in the world

• Portfolio of powerful consumer brands spanning all content categories and demographics

• Iconic library of 140,000+ premium TV episodes and 3,600+ film titles

• Production capabilities across five continents, including more than 750 series ordered to or in production

• One of a few major film studios operating on a global basis

• Among the biggest content spenders in the industry, with more than $13 billion spent in the last 12 months

• Diverse and fast-growing portfolio of direct-to-consumer offerings

• Global reach of more than 4.3 billion cumulative TV subscribers in 180+ countries

• #1 share of broadcast and cable viewing across all key demographics in the U.S.

• First-choice distribution and advertising partner with industry-leading reach and capabilities

• Delivers financial benefits that will position the combined company to create significant value for all shareholders

• Increased financial scale for significant and sustained investment in programming and innovation

• Attractive growth outlook

• EPS accretive transaction with estimated run-rate annual synergies of $500 million

• Highly cash flow generative

• Committed to maintaining an investment-grade credit rating and modest dividend payment

• Bob Bakish to lead the combined company as President and CEO; Joe Ianniello will serve as Chairman and CEO, CBS

NEW YORK, NY, August 13, 2019 –– CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIA, VIAB), two of the world’s leading entertainment companies, today announced they have entered into a definitive agreement to combine in an all-stock merger, creating a combined company with more than $28 billion in revenue.

The combined company, ViacomCBS Inc., will be a leading global, multiplatform, premium content company, with the assets, capabilities and scale to be one of the most important content producers and providers in the world. The combined company will be a scale player globally, with leadership positions in markets across the U.S., Europe, Latin America and Asia. This includes the largest television business in the U.S., with the highest share of broadcast and cable viewing across all key audience demographics, and strength in every key category, including News, Sports, General Entertainment, Pop Culture, Comedy, Music and Kids – making it a first-choice partner to distributors and advertisers. In addition, the combined company will possess a portfolio of fast-growing direct-to-consumer platforms, including both subscription and ad-supported offerings. It will also include a major Hollywood film studio, Paramount Pictures, which has been a producer and global distributor of filmed entertainment for more than a century and continues to be a global box office driver. Taken together, these distinct strengths will accelerate CBS and Viacom’s ability to deliver an array of compelling content to important and diverse audiences across both traditional and emerging platforms around the world.