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Nickelodeon India's Sonic to Premiere 'Golmaal Jr.' in May 2019

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Nickelodeon Sonic, India's first channel for the action-loving generation, will premiere Golmaal Jr., a brand-new animated series based on the Golmaal movie franchise, in May 2019!


Golmaal is a series of Indian action comedy films starring Ajay Devgn, Arshad Warsi, and Tusshar Kapoor, directed by Rohit Shetty and produced by Dhillin Mehta. The franchise launched in 2006 with the movie Golmaal: Fun Unlimited, with Ajay, Tusshar, Arshad, Sharman Joshi and Rimi Sen as the central cast. It was followed by a sequel in 2008, Golmaal Returns, with Kareena Kapoor as the new leading lady and Shreyas Talpade replacing Sharman as Laxman. The third installment, Golmaal 3 was released in 2010 and became the second-highest-grossing Bollywood film of that year. The fourth instalment of this series, Golmaal Again, was released on the occasion of Diwali on 20 October 2017, this one going into the supernatural realm with Parineeti Chopra and Tabu on board. A fifth movie, Golmaal 5, is in the pipeline.


The films revolve around the lives of four (five in the third and fourth films) friends Gopal, Lucky, Madhav and Laxman (hence the title of the series is Golmaal or GoLMaL). It involves comical incidents taking place with them... usually leading to a dramatic end. The movies featured the characters:

Go (Gopal) - Played by Ajay Devgan
L (Lucky) - Played by Tusshar Kapoor
Ma (Madhav) - Played by Arshad Warsi
L (Laxman) - Played by Sharman Joshi in the first film. In second film, a new character of the same name (but different from the original Laxman) was played by Shreyas Talpade. In the third and forth film, Talpade and Kunal Khemu play two different characters, both named Laxman.

Golmaal Junior will have the same format as the movies and will have three central characters: Madhav, Gopal and Lucky. The show will release in May on Sonic channel and will have the plot of two mischievous but poles apart rival prank gangs fighting against each other in a comic way.

Golmaal Jr. won't be Rohit Shetty's first forray into television, with the film director and producers'Singham film series also being adapted into a animated series for kids, titled Little Singham. A source had told the Mumbai Mirror that Rohit has been actively involved with the planning of Golmaal Junior.

Update (14/4): Meet the new Gopal, Lucky, Laxman, Laxman 2 and Madhav from Nickelodeon’s upcoming show!


Rohit Shetty’s Golmaal franchise now has an animated version. Nickelodeon on Monday released the first look of the characters from its upcoming children’s show Golmaal Junior, based on Shetty’s Hindi comedy film series of the same name. The show features younger, animated versions of the lead characters from the Golmaal universe: Gopal, Lucky, Laxman, Laxman 2 and Madhav.

The series has been produced by Rohit Shetty Picturez in association with Reliance Animation. A release date is yet to be announced.

Nickelodeon said in a press note that the show will “revolve around the two prank gangs of Gopal and Madhav indulging into fun, chaos and drama”.

Four films in Shetty’s franchise have been released so far – Golmaal: Fun Unlimited (2006), Golmaal Returns (2008), Golmaal 3 (2010) and Golmaal Again (2017) – and a fifth is reportedly in the works.

The series follows the adventures of five eccentric friends, Gopal (Ajay Devgn), Lucky (Tusshar Kapoor), Madhav (Arshad Warsi) and two Laxmans (Shreyas Talpade and Kunal Kemmu). Golmaal Again (2017), which also starred Tabu, Prakash Raj, Neil Nitin Mukesh and Parineeti Chopra, was a massive hit.

From Glamsham:

Nickelodeon Reveals Golmaal Junior characters look

Over the last decade, Rohit Shetty’s iconic movie series Golmaal has made its way to all our hearts. From Gopal’s bossy behavior to Madhav’s wicked plans, and the banter between the trio; the five prank gangsters have always managed to tickle our funny bone. What if we were to tell you that the fun doesn’t have to stop at the movie series?

Nickelodeon – India’s leading kid's entertainment franchise, has joined hands with Reliance Animation and Rohit Shetty Picturez to open up a whole new world of Golmaal movie series through their latest venture – Golmaal Junior. The 8th IP of the brand will recreate the magic of the iconic movies through tailor-made animation to appeal to kids and will showcase it on the kid’s channel -Sonic.

The show will bring your favorite Golmaal characters in an all-new animated Avataar while maintaining the spunk and quirkiness from their original characters. The story will revolve around the two prank gangs of Gopal and Madhav indulging into fun, chaos, and drama.
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We bring to you the character sketch of the Golmaal Junior gang:


Ajay Devgn as Junior Gopal


Shreyas Talpade as Junior Laxman


Arshad Warsi as Junior Madhav


Tusshar Kapoor as Junior Lucky


Kunnal Kemmu as Junior Laxman 2

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From Times of India:

'Golmaal Junior's' animated protagonists borrow attributes from Rohit Shetty's film's characters

Rohit Shetty’s Golmaal series is getting an animated show for kids titled 'Golmaal Junior' and will feature the original protagonists, Gopal, two Laxmans, Madhav and Lucky. In the comedy franchise, the roles were played by Ajay Devgn, Shreyas Talpade, Kunal Kemmu, Arshad Warsi and Tusshar Kapoor respectively. In the small screen version, which will air on television channel, the story will revolve around the two prank gangs headed by Gopal and Madhav.

It had learnt that like Ajay’s character, his junior alter ego will be the ringleader of his gang, while the kiddie gang has also borrowed attributes from their seniors. “The junior Lucky (originally played by Tusshar) is the silent member but this time, his get-up includes a big belly and a lollipop. The first Laxman of the two (Shreyas) is a lovable character and a confidante to his ‘Gopu’ and sports a nerdy look with a mushroom haircut and round spectacles. The second one (Kunal) has been given a messy avatar, and recites shayaris, just like the senior. The junior Madhav (Arshad) is as wicked as the senior one,” said a source.

Jointly produced by Rohit and Reliance animation, the show will premiere in May. The Golmaal franchise, which has had four instalments so far, kicked off in 2006 with Ajay, Tusshar, Arshad, Sharman Joshi and Rimi Sen as the central cast. It was followed by a sequel in 2008,'Golmaal Returns', with Kareena Kapoor as the new leading lady and Shreyas Talpade replacing Sharman as Laxman. The third instalment released two years later, followed by 'Golmaal Again' in 2017, this one going into the supernatural realm with Parineeti Chopra and Tabu on board. Rohit had recently announced that part five is currently being planned.

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More Nick:Nickelodeon India Launches 'Pressure Ko Bolo Bye' Campaign to Combat Stress in Students!

Originally published: Wednesday, April 10, 2019.

Additional sources: Wikipedia (II), Bollywood Hungama, Google.co.uk, Forbes, Scroll.in.

Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Nickelodeon India, Sonic and Golmaal Jr. News and Highlights!

Nickelodeon India Premiering New Episodes of 'Rudra'

DC, IDW and Nickelodeon Announce 'Batman/Teenage Mutant Ninja Turtles III' Comic Series [Updated w/ Art]

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Hot on the heels of announcing Batman vs. Teenage Mutant Ninja Turtles, an all-new animated movie based on the first volume of Batman/Teenage Mutant Ninja Turtles comics, DC, IDW and Nickelodeon and reuniting again Batman/Teenage Mutant Ninja Turtles III, a stunning six-issue conclusion to the smash-hit crossover trilogy, released to mark the 80th anniversary of Batman and the 35th anniversary of the Teenage Mutant Ninja Turtles in May 2019! Check out the official press release below for the full details!:

DC, IDW AND NICKELODEON REUNITE FOR
BATMAN/TEENAGE MUTANT NINJA TURTLES III

Two of Pop Culture’s Biggest, Most Iconic Brands Team Up in Landmark Anniversary Year


BURBANK, CA and SAN DIEGO, CA – (February 15, 2019)– The 80th anniversary of Batman collides with the 35th anniversary of the Teenage Mutant Ninja Turtles this May as DC Publishing and IDW Publishing today announced plans for BATMAN/TEENAGE MUTANT NINJA TURTLES III, a stunning six-issue conclusion to the smash-hit crossover trilogy.

“I still remember the e-mail asking me if I wanted to write the first Batman/Teenage Mutant Ninja Turtles crossover,” said series writer James Tynion IV. “My brain couldn’t even process what I was reading for a few seconds, and I started having a panic attack about fitting it into my work schedule. Then, finally, I pictured Michelangelo’s reaction to seeing the T. rex in the Batcave for the first time and started laughing out loud.”

“When I got the call asking if I would be interested in doing some covers for a Batman/TMNT crossover,” added Teenage Mutant Ninja Turtles co-creator Kevin Eastman, “the ten-year-old Batman fan got up and ran around the room screaming at the top of his lungs with excitement…then the fifty-year-old life-long Batman fan did the same thing!”

Tynion IV (BATMAN, JUSTICE LEAGUE, JUSTICE LEAGUE DARK) reunites with artist Freddie E. Williams II (INJUSTICE VS. MASTERS OF THE UNIVERSE, HE-MAN/THUNDERCATS) and colorist Jeremy Colwell for this final chapter starring Gotham’s Dark Knight and New York’s Heroes in a Half Shell. Eastman will illustrate variant covers for the series and, as he did in collaboration with Williams II on 2017’s KAMANDI CHALLENGE, contribute interior artwork at a pivotal point in the new run.

“The story for volume three is a blast, and I am having the time of my life illustrating it,” said Williams II. “And lucky for me, I’m not alone in this grand task. I’m having a huge and exciting personal crossover of my own with one of my all-time heroes and favorite artists, Kevin Eastman! Say what? Yup, you heard that right! We’ve got something so fun and exciting planned! I’m geeking out about it every day, and I think all of you will, too!”

“I’m absolutely thrilled to have Kevin Eastman, co-creator of the TMNT, as our creative partner on the series,” continued Tynion IV. “Kevin will be working closely with Freddie, contributing art on part of the run in a really exciting way that I can’t wait for fans to see. We’re going to see Bats and Turtles collide like never before in a story so big, it’s the perfect way to conclude our Batman/TMNT trilogy.”

In the first two blockbuster volumes, our heroes battled the evil of the Foot Clan in Gotham and then went head-to-head with Bane in New York. But now, in the third and biggest chapter, Krang has gotten his hands on the most dangerous technologies in the DC Universe—and no universe is safe from his wrath!

“For the last few years, with the incredible Freddie E. Williams II, I’ve been able to shepherd the meetings of two of pop culture’s biggest, most iconic brands in huge, exciting ways,” said Tynion IV. “We’ve brought Shredder to Gotham leading a riot of mutant Arkham inmates, and we’ve seen Bane bring Venom to the streets of the Turtles’ New York City. But now, on the 80th anniversary of Batman, and the 35th anniversary of the Teenage Mutant Ninja Turtles, we’ve got the biggest, craziest idea ever, one that brings all three volumes full circle to make a real statement about what these characters mean to us.”

“I am so incredibly proud of the series so far,” concluded Eastman. “Batman/Teenage Mutant Ninja Turtles has easily been one of my biggest personal geek-out moments ever, and from what I’ve seen of series III, my advice to fans is to buckle up, things are about to get seriously crazy! Forever grateful that James and Freddie invited me into their backyard to play for a bit.”

Fans of the comic series will see the Dark Knight continue to fight like never before with wall-to-wall ninja action in BATMAN/TEENAGE MUTANT NINJA TURTLES III beginning May 1, 2019.


(cover to BATMAN/TEENAGE MUTANT NINJA TURTLES III #1 by Freddie E. Williams II and Jeremy Colwell)

Also announced this week by Warner Bros. Animation, Warner Home Entertainment, DC Entertainment and Nickelodeon is Batman vs. Teenage Mutant Ninja Turtles, an all-new animated movie arriving on 4K, Blu-ray and Digital later this spring, based on Tynion IV and Williams II’s first volume of BATMAN/TEENAGE MUTANT NINJA TURTLES.

About DC
Home to iconic brands DC (Superman, Batman, Green Lantern, Wonder Woman, The Flash, etc.), DC Vertigo (Sandman, Fables, etc.) and MAD, DC is the creative division charged with strategically integrating across Warner Bros. and WarnerMedia. DC works in concert with many key Warner Bros. divisions to unleash its stories and characters across all media, including but not limited to film, television, consumer products, home entertainment and interactive games. Publishing thousands of comic books, graphic novels and magazines each year, DC is one of the largest English-language publishers of comics in the world.

About IDW
IDW Media Holdings, Inc. (OTCQX: IDWM) is a fully integrated media company, which includes publishing, games, entertainment, and the San Diego Comic Art Gallery. IDW Publishing’s comic book and graphic novel catalog includes some of the world’s most popular entertainment brands, including Transformers, My Little Pony, Star Trek, Teenage Mutant Ninja Turtles, Ghostbusters, and Disney’s classic characters. At IDW’s core is its commitment to creator-owned comics including 30 Days of Night, Locke & Key, Wormwood, Ragnarök, V-Wars, and Archangel by bestselling sci-fi author William Gibson. IDW Publishing is also home to the acclaimed and award-winning imprints; Top Shelf, The Library of American Comics, Yoe! Books, and Artist Editions, showcasing the greatest original art ever published in American comic books.

IDW Games’ diverse line-up includes the international phenomenon Machi Koro, as well as hit licensed games such as X-Files, Back to the Future, The Godfather, and TMNT. IDW Entertainment serves as the worldwide distributor of Wynonna Earp airing on the Syfy Channel in the U.S. and is producing BBC America’s Dirk Gently, based on the bestseller by Douglas Adams starring Elijah Wood and Sam Barnett.

About Nickelodeon
Nickelodeon, now in its 39th year, is the number-one entertainment brand for kids. It has built a diverse, global business by putting kids first in everything it does. The company includes television programming and production in the United States and around the world, plus consumer products, digital, recreation, books and feature films. Nickelodeon’s U.S. television network is seen in more than 90 million households and has been the number-one-rated kids’ basic cable network for 22 consecutive years. For more information or artwork, visit http://www.nickpress.com. Nickelodeon and all related titles, characters and logos are trademarks of Viacom Inc. (NASDAQ: VIA, VIAB).

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Update (4/13) - James Tynion IV today unveiled a bunch of Turtley Awesome art from Batman/Teenage Mutant Ninja Turtles III!



This spring, Warner Bros. Animation and Warner Home Entertainment are teaming up with DC Entertainment and Nickelodeon for Batman vs. Teenage Mutant Ninja Turtles, an all-new animated movie that unites everyone's favorite turtles with the Caped Crusader for the first time outside of the comics page. Based on the Batman/Teenage Mutant Ninja Turtles comics miniseries by James Tynion IV and Freddie Williams II, the film will see the turtles meeting Batman, Batgirl and Robin — thanks to a dimensional warp — and feature our heroes teaming up to face Batman's deadly rogues gallery.


The film's voice cast features Troy Baker (The Last of Us, Batman: Arkham Origins) as both Batman and the Joker (making him the first actor ever to take on both roles in one project), Darren Criss (the Emmy-winning star of The Assassination of Gianni Versace: American Crime Story) as Raphael, Kyle Mooney (Saturday Night Live) as Michelangelo, Baron Vaughn (Grace and Frankie) as Donatello, Eric Bauza (The Woody Woodpecker Show) as Leonardo, Rachel Bloom (Crazy Ex-Girlfriend) as Batgirl, Tom Kenny (SpongeBob SquarePants) as the Penguin, John DiMaggio (Futurama, Adventure Time) as Mr. Freeze, Tara Strong (The Powerpuff Girls) as both Harley Quinn and Poison Ivy, Carlos Alazraqui (Rocko's Modern Life, Fairly OddParents, Reno 911!) as Bane, and Cas Anvar (The Expanse) as Ra's al Ghul.

Produced by Warner Bros. Animation, Nickelodeon and DC, the film arrives from Warner Bros. Home Entertainment on Digital starting May 14, 2019, and on 4K Ultra HD Combo Pack and Blu-ray Combo Pack on June 4, 2019.

From ComicBook:

'Batman/Teenage Mutant Ninja Turtles' Mashup Characters Debut for 'Crisis in a Half Shell'

The Batman/Teenage Mutant Ninja Turtles crossover trilogy from James Tynion IV and Freddie E. Williams II will conclude in with Crisis in a Half Shell, a story that will see Batman and the Turtles tossed into Krang's multiverse.

In Batman/Teenage Mutant Ninja Turtles III, Krang gets his hands on dangerous technology from the DC Universe. His meddling creates a new universe where the Turtles are part of the Batman Family and they help patrol the streets of New Gotham City.

And there are Batman the Turtles' respective greatest foes. For Batman, that's the Joker. For the Turtles, that's the Shredder. The two are joined together in this crossover to become the Laughing Man, leader of the Smile Clan.

Tynion and Williams revealed several pieces of conceptual artwork for the series showing off these new characters. Keep reading to see them all.

Batman/Teenage Mutant Ninja Turtles III will conclude the trilogy of crossovers between the DC Comics and Nickelodeon characters. “I still remember the e-mail asking me if I wanted to write the first Batman/Teenage Mutant Ninja Turtles crossover,” Tynion said when the third series was announced. “My brain couldn’t even process what I was reading for a few seconds, and I started having a panic attack about fitting it into my work schedule. Then, finally, I pictured Michelangelo’s reaction to seeing the T. rex in the Batcave for the first time and started laughing out loud.”

“The story for volume three is a blast, and I am having the time of my life illustrating it,” said Williams. “And lucky for me, I’m not alone in this grand task. I’m having a huge and exciting personal crossover of my own with one of my all-time heroes and favorite artists, Kevin Eastman! Say what? Yup, you heard that right! We’ve got something so fun and exciting planned! I’m geeking out about it every day, and I think all of you will, too!”

Are you excited for the conclusion of the crossover trilogy? Let us know in the comments. Batman/Teenage Mutant Ninja Turtles III #1 goes on sale May 1st.

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Also from ComicBook:

DC Debuts Joker/Shredder Mashup Design

Batman and the Teenage Mutant Ninja Turtles are set to meet once again in Batman/Teenage Mutant Ninja Turtles III, the final installment of the crossover trilogy from James Tynion IV and Freddie E. Williams II. In this chapter, Krang gets his hands on some dangerous technology from the DC Universe and merges worlds and characters together, creating new composite versions of Batman and the Turtles. Batman leads the Turtles, and each of the Turtles represents one of Batman’s sidekicks. Krang becomes the Anti-Monitor, and Splinter merges with Batman’s faithful butler, Alfred.

And there are Batman the Turtles' respective greatest foes. For Batman, that's the Joker. For the Turtles, that's the Shredder. The two are joined together in this crossover to become the Laughing Man, leader of the Smile Clan.

Tynion and Williams revealed several pieces of conceptual artwork for the series showing off these new characters, including the first look at Laughing Man. You can take a look [above].

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Also from ComicBook:

DC Reveals New Costume For Splinter

Batman and the Teenage Mutant Ninja Turtles are set to meet once again in Batman/Teenage Mutant Ninja Turtles III from James Tynion IV and Freddie E. Williams II. This time, Batman and the Turtles will be closer than ever. Krang has gotten his hands on some of the most dangerous technology in the DC Universe. His tampering merges worlds and character, creating new composite versions of Batman and the Turtles. Now Batman leads the Turtles, each of which fuses with a different one of Batman’s sidekicks. Joker merges with the Shredder to become the Laughing Man. Krang becomes the Anti-Monitor. And Splinter merges with Batman’s faithful butler, Alfred.

Tynion and Williams revealed several pieces of conceptual artwork for the series showing off the new characters. This includes Splinter, who looks dapper in his new outfit. You can take a look [above].

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More Nick:Worlds Collide in 'Batman vs. Teenage Mutant Ninja Turtles' Trailer; Release Dates Announced!

Originally published: Friday, February 15, 2019.

Additional sources: Multiversity Comics, Plugged In.
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Nickelodeon Comics and Teenage Mutant Ninja Turtles News and Highlights!

Potential Viacom / CBS Merger Latest: CBS-Viacom Merger Talks Back On [Updated 4/16]

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Latest update (4/16) -

Talks heating up on a possible CBS-Viacom merger

FBN’s Charlie Gasparino says talks are heating up on a possible CBS-Viacom merger amid CBS’s search for a new CEO.

The on-again off-again merger talks between CBS Corporation and Viacom Opens a New Window. are now on-again, and have delayed CBS's naming of a new permanent CEO to succeed Les Moonves, FOX Business has learned.

Merger discussions between the two media properties controlled by the Redstone family's holding company National Amusements, Inc. have been speculated about for at least two years, but were fiercely resisted by CBS when it was run by Moonves.

But with the longtime CBS chief ousted in September of last year over sexual misconduct allegations and six board members replaced, merger talks between the two media giants have begun once again, according to people with direct knowledge of the matter.

In recent weeks, those merger talks have heated up, delaying the naming of Moonves' replacement until the future of the company is more certain, these people add. At the moment, Moonves former number two, Joe Ianniello, is serving as interim CEO.

It remains unclear if the two companies will actually merge, according to people with direct knowledge of the matter and the timing of any deal is uncertain, these people add. But if they do combine, Viacom chief Bob Bakish is seen as having the inside track on the CEO job based on his close relationship with Shari Redstone, National Amusements President and Vice Chairwoman of both CBS Corporation and Viacom.

A spokesman for Viacom and CBS, as well as a spokeswoman for Shari Redstone had no comment, but wouldn't deny the merger discussions and their impact on the CBS CEO search.

Viacom and CBS are separate companies that were spun out of National Amusements in 2006; however, the Redstone family, led by the ailing media mogul Sumner Redstone maintains a controlling interest in both outfits. With her 95-year old father incapacitated, Shari Redstone, now essentially runs the conglomerate.

In 2016, Shari Redstone proposed merging the two companies-a move that was resisted by Moonves who feared a weaker Viacom would drag down the stronger CBS which was and continues to be a ratings leader, nabbing five of the top 10 television series, according to the company’s February earnings call. In retaliation, Moonves sought to take away Redstone's controlling interest in CBS in order to either maintain independence or merge with another outfit other than Viacom.

The two sides eventually reached an agreement that gave CBS until September 2020 to possibly find another merger partner before it would consider merging with Viacom. However, with Moonves' exit and a lack of interest in CBS from deep pocketed tech companies that are building their own content, the merger with Viacom appears more likely according to people with knowledge of the matter.

CBS officials still haven't ruled out merging with a media outfit outside of Viacom or being bought by a bigger players, people with knowledge of the matter add. Another possible scenario: The combined CBS and Viacom could be bought by a bigger player looking for diverse content that would including CBSs programming and Viacom staples such as MTV and Nickelodeon.

CBS shares have gained 18 percent this year, slightly ahead of the S&P 500’s 16 percent rise.

Previous updates:

Latest update (1/30) - From Bloomberg:

CBS Board Meets to Weigh Deal as Viacom Finds Its Footing

- Rebound at Viacom strengthens hand of its CEO, Bob Bakish
- That could mean sweeter terms for MTV’s owner in a merger

When Viacom Inc. was weighing a merger with CBS Corp. last year, it didn’t seem like Chief Executive Officer Bob Bakish was negotiating from a position of strength.

Viacom’s Nickelodeon and MTV networks were losing viewers to Netflix Inc. and YouTube, and its Paramount Pictures studio was bleeding red ink. CBS, meanwhile, had the most-watched network and star CEO Les Moonves. Its board didn’t want Bakish in a top role: Moonves should take the helm, with his top deputy Joe Ianniello assuming the No. 2 spot.

That was then. When CBS directors led by interim Chairman Strauss Zelnick meet in Los Angeles Thursday, the board will be eyeing a reinvigorated Viacom, basking in fresh growth. At CBS, Moonves is gone -- ousted in September after a dozen women leveled accusations of sexual misconduct -- and the company is weighing whether to make interim CEO Ianniello its permanent chief.

That puts Bakish, 55, in a far stronger position to lead the combined company as CBS considers rekindling merger talks for the third time in as many years. The board discussion, which is expected to canvass other options besides just a Viacom deal, will be informed by work already carried out by CBS’s bankers, said people with knowledge of the matter.

‘It’s on Us’

That was hardly the case last May when Bakish, in the job for less than two years, held a town-hall meeting with staff after a second round of talks with CBS faltered. The message was clear: If anyone was going to save the company, it would have to be Viacom itself.

“I want you to realize one thing -- it’s on us,” Bakish said at the media group’s headquarters in New York’s Times Square. “Viacom’s future -- our future -- will be overwhelmingly shaped by what we do,” he told staff, according to people who attended the presentation.

Since then, Bakish and his team have acquired two direct-to-consumer video platforms -- Pluto TV and Awesomeness TV -- giving the company a bigger foothold in online television. Viacom signed a deal to sell movies to Netflix and has begun rebuilding its studio business, with the aim of more than doubling revenue to $1 billion by producing more content for others.

Share Gain

Viacom’s share price is up almost 12 percent this year, compared with about 5 percent for the broader market. CBS is enjoying its own resurgence as the Moonves cloud lifts: Its shares have climbed 15 percent.

Assuming the CBS board decides that a combination with Viacom is the best bet, it’s worth remembering that the two companies -- controlled by Shari Redstone and her family’s National Amusements Inc. -- had already agreed to the economic terms for a merger. The deal was forecast to generate as much as $1 billion in cost benefits.

Last year’s discussions fell apart because of a dispute over who would lead the combined company. Moonves also was leading an effort to strip the Redstones of their approximate 80 percent voting stake. The family also controls about 80 percent of Viacom, its other major media holding, after splitting the two companies more than a decade ago.

Viacom directors, who had agreed to take 0.6135 CBS share for every nonvoting share of their company, are likely to push for more if negotiations resume, people familiar with the matter said. And with CBS searching for a permanent CEO, Bakish may emerge as a top contender to lead the combined group.

CBS has enlisted executive-recruiting firm Korn/Ferry to help find a new leader. Experience with big mergers is one criterion they have discussed. A CBS representative is said to have reached out to potential candidates, including former Walt Disney Co. Chief Operating Officer Tom Staggs.

‘Less Bad’

To be sure, not everyone is convinced that Viacom is CBS’s best option. Sanford C. Bernstein & Co. analyst Todd Juenger thinks Discovery Inc. or AMC Networks Inc. could be “less bad” as merger partners. CBS still runs the most-watched network in the U.S. and now boasts than 6 million paying online subscribers -- with plans to reach 8 million by year-end. It might be better off selling itself, he speculated.

But some CBS investors who had resisted the idea of a merger with a weaker Viacom are starting to come around.

“Bob’s done an extremely good job,” said Kevin Lee Hon Sion, a portfolio manager and analyst at Letko Brosseau & Associates Inc. in Montreal, a shareholder in CBS. “With CBS, the audience skews older. Add the MTVs, Nickelodeons and BETs of the world, and it becomes more powerful. You can put together Paramount and the CBS TV studio, you become a very strong provider of content.”

More Mergers?

And the dealmaking might not stop there. National Amusements has previously said it would be open to a second transaction that would give the combined CBS-Viacom more scale to compete with the digital media giants that have wreaked havoc on traditional broadcasters.

That could mean a combination with other content players such as Discovery, Lions Gate Entertainment Corp. or the entertainment arm of Sony Corp.

To underscore just how much things have changed for Viacom, Bakish recently spoke on Bloomberg Television after acquiring Pluto TV -- an ad-supported online video service. Viacom, once seen as the weak link in a deal, “absolutely” doesn’t need to merge with CBS to prosper, he said.

“We cemented our turnaround in ’18,” said Bakish, who’s been with Viacom since 1997. “We’re now leaning hard into the evolution of our company, growing our opportunity.”

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Latest update (1/9/2019): A permanent replacement for Les Moonves may have to wait until CBS and Viacom become one company again, Deadline is reporting.

The quest to find a full-time CEO has lost some of its intensity over the holidays as a consensus is emerging among CBS board members and power players to take a renewed look into melding the media outlet with its former parent company, I hear.

“It’s simply not as important now who runs CBS when you consider that a newly constructed leadership team will be required down the line if talks are successful,” one insider told Deadline of the impetus towards renewing merger discussions.

That may be good news as well as providing some additional leg room for acting CEO Joe Ianniello. If preliminary merger talks were to begin in the coming weeks, ex-CFO Ianniello is well positioned to put his financial expertise to use in settling terms and potentially shine in the process, I hear.

The former Moonves top lieutenant has generally received good marks from corporate America and Wall Street since taking over after Moonves resigned in September as more and more allegations of sexual misconduct became public.

Ex-Disney executive Tom Staggs, former Turner CEO John Martin and now departed CBS executives Nancy Tellem and Nina Tassler have also been mentioned as possible CEO choices in recent months. Showtime kingpin and recently appointed CBS chief creative officer David Nevins has seen his name bandied about too. For candidates inside and outside, CBS brought on executive search firm Korn Ferry last fall.

But despite Viacom CEO Bob Bakish’s assertion late last year that the company isn’t “focused on a big, transformational deal,” a merger is much more on the menu now than finding a new CBS boss.

While Shari Redstone and her family’s National Amusements holding company pledged last summer amid a struggle for corporate control to hold off for two years on pushing for any new Viacom deal, there is nothing to stop the recently reconfigured CBS board from instigating such a move. Board members are set to meet in the coming weeks with merger on the minds of many, sources close to the action confirm.

“This discussion has never really gone away despite the difficulties of last year,” another source says of talks between CBS and the home of Paramount Pictures, BET, Comedy Central, MTV and Nickelodeon. “Look at Disney and Fox, AT&T and Warner Bros — the marketplace realities demand we bulk up, so it’s all about finding the most strategic and successful outcome.”

CBS has a current market value of $18 billion and Viacom’s is nearly $12 billion – small numbers compared with Disney and AT&T.

Of course, not far from any outcome of merger talks and a possible bigger job is Viacom’s Bakish, who is close to Redstone. In fact, it was Moonves’ stubborn reluctance to give Bakish — who took over Viacom from short-term interim boss Tom Dooley in October 2016 — a significant position in any newly merged company that effectively kneecapped further negotiations last year.

Had he not been so cantankerous and set off the subsequent legal and board-room battles with the now victorious Redstone, Moonves seemed set to have been the CEO of a consolidated company. He even might have weathered the forthcoming scandals and allegations with her support – which he clearly lacked in the summer.

Both CBS and Viacom saw their stock prices rise modestly Tuesday along with the broader markets on a day that started with 95-year old Sumner Redstone ending the long and invasive legal battle with his ex-companion Manuela Herzer. The mogul’s settlement comes less than a week before a potentially messy trial was to start in Los Angeles Superior Court.

Most media and tech shares advanced on a day when the Dow and the Nasdaq both finished up 1%. Viacom shares gained 2% to $28.71, while CBS rose 1.5% to $48.37. Both stocks are toward the lower end of their 52-week ranges.

As its stock went up, CBS declined comment today on possible merger talks or the status of the CEO search.

###

Latest update (1/7/2019): It’s not spring yet, but CBS is already signaling its urge to merge with Viacom.

The TV-broadcasting giant, looking to replace its disgraced ex-chief executive Les Moonves, has been telling leading job candidates that it’s looking for somebody who can run not only CBS but also Viacom if the two companies are merged, The New York Post has learned.

In September, National Amusements — the holding company owned by ailing billionaire Sumner Redstone that controls both CBS and Viacom through its majority stakes — agreed in a settlement not to approach CBS for two years about a merger with Viacom, the media giant that owns Nickelodeon, Comedy Central, MTV and Paramount Pictures.

Nevertheless, nothing is keeping CBS — whose board got reshuffled last fall by media heiress Shari Redstone — from initiating talks.

The new CBS board is expected to do just that as soon as this month, with ambitions to close a deal by March or April — and possibly announce a permanent CEO for the combined companies along with a merger, sources briefed on the talks said.

“Shari [Redstone] had indicated twice in the past she wanted a merger but Les was in the way,” a source who knows Redstone well said. “[Interim CEO] Joe Ianniello is a terrific guy but he doesn’t have the standing to do anything but cooperate.”

Despite publicity around its high-profile search to replace Moonves — ousted last fall amid a slew of sexual-harassment allegations — insiders say it’s still early in the process. Headhunting agency Korn Ferry, which is advising CBS on the search, has not yet interviewed candidates, or even submitted a list of possibilities to the board, two sources said.

Instead, sources say Redstone has reached out to potential candidates in recent months through informal discussions with the help of personal advisers, sources said.

Reports that Disney’s ex-operating chief, Thomas Staggs, is the runaway favorite are premature, according to sources. Other leading contenders include ex-Time Warner execs John Martin and Olaf Olafsson, and Hasbro CEO Brian Goldner, sources said.

Another possibility, according to one source, is Viacom CEO Bob Bakish, a favorite of Redstone who has won praise for his recent progress on a turnaround.

“If Les had agreed [last year] to buy Viacom and have Bakish as his No. 2, I believe Bob would have been CEO of both companies by now,” the source said.

As reported by The Post, CBS’s interim chairman Strauss Zelnick, the CEO of gaming giant Take-Two Interactive, has also been considered for the job. Although Zelnick has reportedly taken himself out of the running, insiders said that could change.

Naming a CEO for CBS and Viacom at the time of the merger would be a big plus for selling the deal to Wall Street, insiders noted. Still, hiring a CBS CEO with the promise they will run the combined company is tricky until the merger is agreed upon.

One potential candidate has made it clear he would want a guaranteed payout if he took the CBS job and didn’t end up running the combined CBS and Viacom, a source briefed on the process said.

Despite last year’s pushback from Moonves, a CBS-Viacom merger increasingly makes sense as media giants continue to consolidate, said Brett Harriss of Gabelli & Co, whose affiliate GAMCO Investors, is the largest independent shareholder in both CBS and Viacom.

“If it ends up being a merger of equals, assuming $1 billion of synergies, I think it’s pretty good,” Harriss told The Post.

CBS could use Viacom programming to boost its new streaming service, Harriss said, and synergies could add as much as $20 a share to CBS’s stock, which closed on Friday at $47.17. A CBS-Viacom tie-up also would make it harder for cable companies to drop Viacom’s channels.

CBS declined to comment.

Latest (11/19): Surprise - the CBS-Viacom merger could be a few months away, insiders say!

Not only is Stephen Colbert moving in with SpongeBob SquarePants, they’ll stay up all night playing “Grand Theft Auto” together.

That, at least, is shorthand for one of the surprising media-merger scenarios that’s getting pitched as Colbert’s network, CBS, gears up for talks with Viacom, the owner of “SpongeBob” broadcaster Nickelodeon, The New York Post has learned.

After CBS boss Les Moonves departed the network amid sexual-assault allegations in September, insiders said the TV giant’s board could announce a merger with Viacom in the next three to six months — a deal that Moonves had fiercely resisted.

“I would be surprised if we are sitting around in March and CBS and Viacom are not combined,” said one media executive close to the situation.

The source noted that the pressure to merge has intensified with the tie-ups between Fox and Disney and AT&T and Time Warner. An auction of CBS, meanwhile, has failed to attract other bidders.

But that’s not the only deal that media heir Shari Redstone — who controls CBS and Viacom through her ailing father Sumner Redstone’s holding company National Amusements Inc. — is weighing after reshuffling CBS’s board, sources say.

Another possibility is a three-way merger that also adds Take-Two Interactive, the video-gaming giant that owns the “Grand Theft Auto” franchise, according to insiders.

Redstone’s longtime ally, Dick Parsons, abruptly stepped down as CBS interim chairman last month, citing health reasons. That prompted Redstone to replace Parsons with another friendly mogul — Strauss Zelnick.

The 61-year-old fitness fan, who has been chief executive of Take-Two for the past decade, now looks like a leading candidate to lead CBS and Viacom once they’re combined — possibly as their CEO, according to sources. That’s despite a hunt to replace Moonves that’s being run by executive-search firm Korn Ferry and is including candidates as diverse as ex-Disney exec Tom Staggs, former CBS exec Nina Tassler and HBO boss Richard Plepler, sources said.

Part of Zelnick’s appeal is his control over Take-Two, whose gaming franchises include the newly released blockbuster “Red Dead Redemption 2.” Bernstein analyst Todd Juenger recently argued that gaming companies are increasingly becoming takeover targets for traditional media firms.

“Video game publishers are net cash [as opposed to highly leveraged], put forth an entertainment product which is perfectly suited for young people and growing in engagement [as opposed to the opposite],” Juenger wrote in a research note.

While a Take-Two deal is far from assured, a source close to the situation said it nevertheless “could happen” as Redstone looks for ways to bulk up her holdings to compete with far bigger rivals.

“That’s what we call a triple bank shot,” the source added, noting that it’s still early days in negotiations.

Nevertheless, some insiders believe Zelnick has the savvy, the track record and the connections to make it happen. After attending Harvard Law School with former Sony exec Nicole Seligman — a longtime Viacom board member who is seen by some as Redstone’s closest adviser — Zelnick became the youngest-ever exec to head the 20th Century Fox Hollywood studio at age 32.

The brash wunderkind went on to run music powerhouse BMG Entertainment in the 1990s, only to leave in a clash with his corporate bosses. He then started Zelnick Media, an investment firm focused on smaller tech and media assets currently valued at $14 billion.

After leading an investor-staged takeover of Take-Two in 2007, Zelnick became chairman and CEO and the largest single shareholder of the video-game firm, which, today, has a market cap of just under $13 billion.

Zelnick declined to comment, but on a Take-Two conference call with analysts this month, he sought to quash rumors that he’s in the running for the CBS CEO job.

“The CBS role is specifically interim and non-executive,” Zelnick said. “So, you have to think of it as a board seat with a responsibility to convene meetings. Take-Two is where my head and my heart remains.”

To some insiders, Zelnick’s lawyerly comments sidestepped the fact that he’s hoping that he won’t have to leave Take-Two behind as he makes his comeback bid for the helm of CBS and Viacom.

“Strauss is very close to Shari and he’s the new chairman. I would look for him to maneuver. He’ll be CEO,” one source said. “It’s a package deal. He’s dying to run it.”

Reps for CBS and Viacom declined to comment, as did Zelnick and a rep for Redstone.

###

Also, from The Wrap:

Why a CBS and Viacom Merger Is Looking Likely in Early 2019

Viacom CEO Bob Bakish would make the most sense to lead the combined company, according to BTIG analyst Rich Greenfield

A merger of CBS and sister company Viacom that has been hovering in corporate and legal limbo for roughly three years may now happen during the first six months of this year, industry experts say.

“I would be surprised if this merger doesn’t happen during the first half of the year, maybe even the first quarter,” CFRA Research analyst Tuna Amobi told TheWrap.

Analysts note that one of the chief obstacles to the long-proposed deal — former CBS CEO and chairman Les Moonves — is now out of the picture following his firing for cause late last year after multiple accusations of sexual misconduct.

Since the idea of a merger began gaining traction in 2016, Moonves all but launched a corporate and legal siege to block any attempts to combine the two companies by Shari’s Redstone’s National Amusements Inc., the privately held family firm that controls roughly 80 percent of the voting power in both companies (which had split into separate companies in 2005).

“We never expected CBS’ Les Moonves to fight a transaction that would have benefited CBS and Viacom shareholders and enabled the combined company to lead the consolidation wave in legacy media, versus trail it,” BTIG analyst Rich Greenfield wrote in a blog post earlier this week. “With Moonves now gone, we expect Viacom and CBS to merge in early 2019.”

That effort wouldn’t come from National Amusements, which has repeatedly pressed the two companies to consider reteaming. As part of Moonves’ ouster last September and the settlement of lawsuits over corporate governance with the CBS board of directors, National Amusements agreed that it would not pursue a merger for two years.

CBS and Viacom could still seek a merger if two-thirds of the board members who aren’t affiliated with National Amusements request it.

“When [the CBS board] opposed the merger last year, it wasn’t because the justification for it wasn’t there, but because of all the noise and push-and-pull with the governance issues,” Amobi said. “Folks assumed that it could take two years before we heard anything about a merger; it was lost that the CBS board would look at this and revisit it.

“National Amusements can’t initiate a merger, but it was likely something very much in the back of their minds when making those board appointments.”

The CBS board is currently facing some major question marks. For example, the company needs to decide whether to hire an outside CEO or promote Ianniello to the job beyond interim status; analysts have been uncertain whether he’d be a permanent fit.

In late December, The Wall Street Journal reported former Disney COO Tom Staggs — who had once been tapped as the heir apparent to Disney chief Bob Iger — had emerged as a candidate to permanently fill the role. The Journal also listed Hasbro CEO Brian Goldner and Starz COO Jeffrey Hirsch as potential candidates.

But in the event of a CBS-Viacom merger, analysts suspect that Viacom CEO Bob Bakish — who has made strides to improve the company’s performance since taking over in late 2016 — would make the most sense to lead the newly recombined companies.

“Rather than name a new CEO, we believe CBS’ board of directors should reopen merger discussions with Viacom immediately,” Greenfield wrote. “We would expect the management team of the combined company to be led by current Viacom CEO, Bob Bakish, and current Viacom CFO, Wade Davis, with Shari Redstone likely to take the chairperson role.”

Greenfield has argued in the past that the future of a combined Viacom and CBS would be driven by an increased focus on international and scaling up. Before taking the reins at Viacom, Bakish spent roughly a decade overseeing various international operations at the company, including in January 2011 being promoted to president and CEO of Viacom International Media Networks.

Recent multibillion-dollar deals such as Disney’s acquisition of the majority of Fox’s TV and film entertainment assets and AT&T’s acquisition of Time Warner speak volumes to the exponential importance of scale in the media and entertainment industry.

A CBS merger with Viacom could be a vital step in achieving scale for both companies and, importantly, their shareholders. According to Greenfield, however, it likely wouldn’t end there.

“Following the merger, look for the new Viacom-CBS combined company to focus on scaling up to better compete with the industry behemoths,” he wrote. “Assets such as Discovery, Lionsgate, MGM, Sony TV/Film, etc. could all be of interest in 2020 and beyond.”

While CBS has consistently been at or near the top in broadcast ratings, the company’s yearly revenue and net income has remained roughly stagnant over the last five years. In 2017, the last full-year financials CBS has reported, the company reported that revenue was down more than 10 percent compared with 2013. And 2017’s net income declined roughly 30 percent over that time frame.

Meanwhile, Viacom has been in rebuild mode since Bakish took over from former boss Philippe Dauman in 2016, has been attempting to stabilize its business. The company’s fiscal annual revenue has remained relatively steady, dipping roughly 6 percent in 2016 from the previous year, but annual net income has rebounded significantly since 2016 when income slid more than 25 percent compared with the previous year.

In 2017, income bounced back more than 30 percent, though in the 2018 fiscal year, there was a roughly 10 percent decline in net income.

According to Bakish though, Viacom isn’t banking on an M&A deal to save them, despite having put serious consideration into reteaming with CBS last year. The Viacom CEO told Variety that while they’ve thought about it, they can’t be sure what’s going to happen.

“The rationale for bringing these two companies together is still there. What I’ve heard, talking to investors, there are some institutional holders that think the time is now,” Amobi said. “There’s speculation that it could be top of the agenda at the upcoming board meeting.”

###

From Bloomberg:

CBS Board to Prepare for Merger Talk at Its January Meeting

- Possiblity of Viacom deal has loomed since Moonves’s exit

- Interim CBS chairman Strauss Zelnick will lead deliberations

When CBS Corp. board members go to Los Angeles for their Jan. 31 meeting, they’ll have more on the agenda than just a tour of the local TV studios.

The 11-member panel is expected to discuss both the hunt for a permanent chief executive officer and the possibility of a merger with Viacom Inc., according to people familiar with the situation. The directors are likely to ask CBS’s financial advisers to look at strategic options -- including, but not limited to, a possible Viacom deal -- said the people, who asked not to be identified because the deliberations are private. A decision on whether to pursue a tie-up could come within weeks.


The possibility of a Viacom deal has been the elephant in the room since the departure in September of longtime CEO Les Moonves, who was fired after allegations of sexual harassment and assault. He had opposed the merger -- a move long championed by the Redstone family, which controls both companies -- because of concerns about who would manage the combined business. Since the ouster, Joe Ianniello, formerly Moonves’s deputy, has been running CBS as acting CEO.

Independent Directors
At the time of Moonves’s departure, the Redstones agreed to not propose a combination again for at least two years, but there’s nothing stopping the independent directors of both companies from seeking a transaction.

CBS declined to comment, while Viacom didn’t immediately respond to a request for comment.

The New York Post reported earlier this week that CBS’s board may renew Viacom talks as soon as this month, with the hopes of sealing a deal by March or April.

A deal would reunite the owner of the most-watched broadcast TV network last year with Viacom’s film-and-cable empire, which includes the Paramount Pictures studio, MTV and Nickelodeon. They had been the same company until a split more than a decade ago.

In more recent years, they’ve been pursuing somewhat different strategies. To adapt to the streaming era, CBS launched its own monthly subscription service, CBS All Access, while Viacom has been signing content production deals with services such as Netflix Inc.

Board Changes
The past four months have been a period of upheaval for New York-based CBS. A board shake-up has brought six new members, and they have spent time getting acquainted with the company and its culture.

Ianniello, meanwhile, has been trying to put his imprint on the media giant. The executive is a contender to become permanent CEO -- depending on the course CBS takes in the coming months -- and he wants to show that the company has turned a page after the Moonves scandal.

That’s included appointing more women to top roles. He named Laurie Rosenfield chief people officer in October and put Susan Zirinsky in charge of CBS News this week. Zirinsky, an inspiration behind Holly Hunter’s character in “Broadcast News,” is overseeing an organization with its own record of misconduct. Jeff Fager, a “60 Minutes” executive producer who previously ran the news department, was fired in September for violating company policies. In 2017, CBS terminated longtime TV personality Charlie Rose over allegations of harassment.

Recruiting Efforts

For the CEO search, executive-recruiting firm Korn/Ferry International has been interviewing board members to gauge what they want in a new chief. Experience with big mergers is one criterion they have discussed. A CBS representative is said to have been reaching out to some potential candidates, including former Walt Disney Co. Chief Operating Officer Tom Staggs. A list of contenders is unlikely to be presented at the meeting this month, however.

Strauss Zelnick, a friend of Shari Redstone and the CEO of video-game maker Take-Two Interactive Software Inc., stepped in to be interim chairman of the company in October. He’s expected to take a lead role in discussions of a possible merger. Zelnick has said he’s not interested in serving as CEO of the combined companies, but he hasn’t commented on whether he might stay on a permanent chairman.

Viacom CEO Bob Bakish would be a leading contender to run a combined business.

If a deal is proposed, it could be a speedier process than the last time, when subcommittees of the boards of both companies were formed to explore the combination. At the time, the boards agreed on economic terms -- the price was a ratio of 0.6135 CBS share for every Viacom Class B share. A deal will require the approval of two-thirds of the independent directors.

###

Latest (5/31): CBS stockholders have filed a class-action lawsuit (read it HERE) against the media company’s controlling shareholder, National Amusements, contending the Shari Redstone-run outfit has breached its fiduciary duty, reports Deadline.

The suit was filed in Delaware Chancery Court by the Westmoreland County Employees Retirement System. (Westmoreland County is in Pennsylvania, just east of Pittsburgh.) It contends that the execs in charge of NAI, which controls about 80% of CBS and Viacom, “breached and continue to breach contractual, implied obligations and fiduciary duties that they owe to CBS’s Class B stockholders.” The NAI control is achieved via a dual-class stock ownership structure, a setup commonly used by many startup companies and even at some mature ones, such as Facebook.

The retirement fund is seeking certification for class action status on behalf of all of CBS’s Class B shareholders. Lawyers for the pension fund argue that CBS’s board had the authority to issue a special dividend, as was the case earlier this month, when the majority of the board voted to dilute Shari Redstone’s voting control over the company.

In its suit, the fund accuses NAI chief Shari Redstone, the family’s National Amusements holding company, and two board members of harming Class B shareholders by interfering with this special dividend. “The Share Distribution Provision permits share distributions that are dilutive to the excessive voting power of the Class A,” the complaint says. “Sumner Redstone is no longer in control of CBS. His daughter has seized control, interfered with the management of the company and pressured the company to pursue her self-interested plan to combine CBS with Viacom.”

National Amusements issued a statement saying it was merely exercising its legal right to change the CBS bylaws.

“Furthermore, as detailed in NAI’s complaint, the efforts of the CBS Directors to unilaterally dilute the voting rights of its controlling shareholder are extraordinary, unjustified and unlawful,” the company said in a statement. “We are confident the court will uphold NAI’s action.”
The pension fund’s lawyers argue that Redstone and her allies broke their promise to act in good faith by using National Amusement’s controlling stake in CBS to effectively nullify the board’s vote through a last-minute bylaw change.

“This denies the Class B stockholders the protection that the Share Distribution Provision was intended to afford them against an overreaching controlling shareholder,” the lawyers argue.

The pension fund argues that the bylaw change, requiring approval of 90% of the board to issue such a dividend, is invalid for reasons similar to those cited by CBS’s attorneys. The lawyers are asking the Delaware Chancery to authorize the issuance of new, Class A voting stock to all CBS shareholder and find Redstone, NAI and board members David Andelman and Robert Klieger in breach of their fiduciary duties.

One recent report by a Western Pennsylvania newspaper said the pension fund serves 1,300 retired government workers and ended 2017 with $459 million.

The action by shareholders is the latest attempt to challenge the bylaws that give NAI, control of the company. CBS, in a special board meeting May 17, voted to overturn the bylaws and reduce NAI’s control to around 20%, after first taking NAI to court, seeking a temporary restraining order to prevent interference with the board vote. NAI then sued over that move.

Courtroom battles have not interfered with Shari Redstone’s efforts to lead CBS and Viacom through a challenging environment for traditional media companies. She was seen earlier this week casually chatting with attendees at the Code Conference, a prominent technology and entertainment conference in Rancho Palos Verdes.

All of the legal warfare has deep roots, but it has flared up in recent weeks after two attempts by Redstone to bring the companies back together amid overall industry consolidation. One effort at a reunion in 2016 was abandoned. The next, which began in January, led to the current meltdown. Both sets of talks ran aground over issues over managerial control and compensation, with CBS chief Les Moonves resisting efforts to install current Viacom CEO Bob Bakish as the No. 2 in a combined entity. A larger point of contention is that CBS has insisted that Redstone was trying to force a merger regardless of the downside. NAI emphatically denies that charge.

CBS declined to comment on the suit. NAI did not immediately respond to Deadline’s request for comment.

National Amusements was founded as a Boston-area theater circuit in 1936 by the father of longtime former CBS and Viacom chairman Sumner Redstone, who took the helm of the company in 1954. Redstone would eventually expand the regional exhibitor into a global media power. During his six-decade run, the company bought Viacom in a bare-knuckled battle that involved Barry Diller, and then acquired CBS in 1999. CBS and Viacom operated together until deciding to split in 2006. Initially, the thinking behind the divorce was that then-high-flying Viacom, with Paramount Pictures, MTV and Nickelodeon, had too much upside to be weighed down by broadcast-and-localTV-heavy CBS. Stock-wise and operationally, it turned out to be the opposite scenario. Under Moonves, CBS went on a tear that continues to this day, topping the ratings charts and unlocking more shareholder value than Viacom, making Moonves and many shareholders wary of a combination with Viacom and newly critical of the NAI bylaws.

Shari Redstone, who earlier this decade had become estranged from her father, reconciled after the grueling process of ousting former Viacom CEO Philippe Dauman. With the health of Sumner Redstone, 95, now fading, Shari Redstone has steered the family-owned company since 2016.

Latest (5/29): Extraordinary - and disturbing - revelations emerged Tuesday (May 29) about the tense — and, at times, allegedly physical — closed-door meetings between senior executives at CBS and Viacom, which remain locked in a battle over a potential merger, reports NBC News. Legal filings describe how Shari Redstone, one of the most powerful women in media, was reportedly manhandled by Charles Gifford, a member of the CBS board, with Gifford "grabbing her face and directing her to listen to him."

Redstone, 64, who is vice chairman of CBS and Viacom and the daughter of the ailing media mogul Sumner Redstone, is under fire from CBS, which claims that National Amusements, the holding company that retains 80 percent of the voting shares in CBS and Viacom, was usurping its role by trying to force a merger of the two and potentially replace CBS board members.

Redstone suggested that Gifford, for one, not be renominated. After one meeting got physical, according to the filing, Gifford later told Redstone that he had meant no offense, adding "that was how he treats his daughters when he wants their attention." Redstone said she responded that "she was not Mr. Gifford's daughter but instead the vice chair of CBS."

CBS, which was once tied to Viacom but separated in 2006, is trying to dilute National Amusements' control and prevent a potential merger. National Amusements fired back by changing CBS bylaws to prevent a potential dilution of its voting stock. The two parties are now in court.

The filings on Tuesday by National Amusements in Delaware Chancery Court called CBS' efforts to dilute its voting rights "unprecedented, unjustified and unlawful."

The filings also revealed that Redstone would likely have given up her controlling stake in both companies had the merger been approved, noting that Redstone had told CBS Chief Executive Les Moonves that National Amusements "would consider relinquishing its controlling interest in the context of such a transaction."

CBS' holdings include broadcast network CBS, premium pay channel Showtime, and book publisher Simon and Schuster; while Viacom, run by chief executive Bob Bakish, owns cable channels including MTV and Nickelodeon, and Paramount movie studios.

In a statement Tuesday, NAI said, "Earlier this year, Shari Redstone and Les Moonves discussed and agreed that recombining CBS and Viacom would benefit both companies’ shareholders, providing greater scale as needed for success in today’s media and entertainment landscape, and better positioning the companies for a larger transaction in which the combined entity could fetch an attractive premium that neither CBS nor Viacom alone could command."

Redstone later agreed that the two companies could not be merged, and Moonves, who grew "tired of having to deal with a stockholder with voting control" took "particular umbrage that the exercise of such stockholder's control has migrated from Sumner Redstone to his daughter, Ms. Redstone," according to the statement.

Sumner Redstone, who is 95, stepped back from day-to-day duties at CBS and Viacom, though he remains chief executive of NAI.

The filing also noted that Moonves has the right to terminate his own employment agreement and stands to make $180 million if he has "certain good reason" for doing so.

“Today’s reactive complaint from NAI was not unexpected," CBS said in a statement. "The amended complaint filed last week by CBS and its Special Committee details the ways in which NAI misused its power to the detriment of CBS shareholders, and was submitted after careful deliberation by all involved. We continue to believe firmly in our position.”

--Ends--

Also, from TheWrap:

National Amusements Says It ‘No Longer Supported’ CBS-Viacom Merger Before CBS’ ‘Unlawful’ Move

Shari Redstone fires back in latest salvo to Les Moonves’ attempts to dilute her family company’s voting control of media giant

Shari Redstone said on Tuesday that she and her family’s company, National Amusements Inc., “no longer supported” a Viacom-CBS merger and communicated that to the Viacom board before CBS’ board made an “unprecedented” move to strip her of her voting power over the media giant.

In a new complaint in the muddy battle for power at CBS, Redstone said that National Amusements had advised Viacom’s special committee that it “no longer supported” a merger between the two companies. And that this was before CBS filed a lawsuit against Redstone and attempted to dilute NAI’s voting power from nearly 80 percent to roughly 80 percent.

The basis for CBS’ suit against Redstone and National Amusements, which has voting control of both CBS and Viacom, is the concern that Redstone would go to what it deems harmful lengths, such as replacing board members, in order to force a merger with Viacom.

“Today’s reactive complaint from [National Amusements] was not unexpected,” CBS said in a statement. “The amended complaint filed last week by CBS and its special committee details the ways in which NAI misused its power to the detriment of CBS shareholders, and was submitted after careful deliberation by all involved. We continue to believe firmly in our position.”

CBS has said that a merger would not be in the fiduciary interest of shareholders. Redstone has deemed the board’s concerns unfounded — and that its move to issue dividends to dilute NAI’s control was “unprecedented, unjustified and unlawful.”

“[National Amusements] and Shari Redstone did not, and do not, intend to force a recombination of CBS and Viacom, whether by removing and replacing CBS directors or otherwise,” National Amusements said in a statement on Tuesday. “In fact, prior to CBS’s action, Shari Redstone had already determined and advised a special committee of Viacom’s board that NAI no longer supported a merger.”

In National Amusements’ complaint, filed in Delaware court on Tuesday, the company said that as merger talks began to break down toward the end of April, Redstone reached out to members of Viacom’s special committee to tell them she was questioning the viability of and continuing rationale for a CBS-Viacom merger.

CBS CEO Les Moonves’ reluctance to carve out a role for Viacom head Bob Bakish in the combined company coupled with press reports that inside CBS sources were disparaging Viacom gave Redstone doubts about the merger. Viacom’s special committee, however, told her a recombination still made sense, according to the complaint.

On May 14, along with filing a lawsuit against Redstone, CBS said it had decided to longer pursue a merger with Viacom. This came after the two sides had agreed to go “pencils down,” putting a pause to merger talks due to busy schedules that included the CBS network’s upfront presentation to advertisers, the complaint says.

“As [National Amusements’] complaint makes clear there was no ‘threat’ or ‘interference,’ and indeed there was no action that could possibly warrant the CBS directors’ unprecedented, unjustified, and unlawful efforts to unilaterally dilute NAI’s voting rights,” National Amusements said in its statement. “Unlike CBS’ complaint, NAI’s complaint is based on actual facts. Those facts demonstrate that CBS’ allegations are false, and that the CBS board and special committee took their actions not in response to any genuine threat, but instead because Les Moonves has tired of having a controlling shareholder.

“While Les Moonves is an extremely capable television executive, neither he, nor the board acting at his behest, is entitled to strip NAI of its voting control.”

--Ends--

Latest (5/24): CBS said media heiress Shari Redstone’s recent moves to keep an iron grip on the company’s board have been “disloyal” — including an alleged maneuver to block a potential acquirer of the broadcasting giant.

In an amended lawsuit on Wednesday, CBS claimed Redstone — who is pushing for CBS to merge with Viacom, whose board she also controls — had warned off an unnamed rival suitor from bidding for CBS, reports The New York Post.

“Ms. Redstone told the CEO of a potential acquirer of CBS that he should not make such an offer,” according to the amended complaint filed in Delaware Chancery Court.

That, in turn, deprived CBS stockholders of “a potentially value-enhancing opportunity that the board or the special committee should have been free to evaluate, even if to use as negotiating leverage in connection with discussions concerning Viacom,” according to the suit.

In Wednesday’s suit, CBS also gripes that Redstone — whose holding company National Amusements owns 80 percent of CBS voting shares — cheated shareholders when she issued a bylaws change last Wednesday that requires a 90 percent vote of the CBS board to approve a special dividend.

CBS, which devised the dividend to dilute Redstone’s voting power to 17 percent, filed a lawsuit earlier last week that attempted to protect the dividend plan, which was approved 11-3 last Thursday in a special board meeting.

A Delaware judge, however, has yet to approve the dividend.

“National Amusements exercised its legal right to amend CBS’ bylaws and this change was effective immediately. We are confident the court will uphold NAI’s action,” a spokeswoman for Redstone said.

CBS on Wednesday alleged that under Redstone, National Amusements has “acted to undermine the management team, including without board authority, talking to potential CEO replacements, deriding the chief operating officer, and threatening to change the board.”

The epic legal spat pits Redstone against CBS CEO Les Mooves, who seeks autonomy to run the combined companies.

In the lawsuit, CBS said its directors were forced to adopt the dilution plan to block the unwanted merger on Redstone’s terms. A CBS special committee has rejected Redstone’s merger offer.

Also, from AFP:

CBS board challenges Redstone control in amended lawsuit

Washington (AFP) - CBS filed a new complaint Wednesday seeking to wrest control of the media group from controlling shareholder Shari Redstone, accusing her of trying "reap private benefits" at the expense of other stockholders.

The revised complaint from the CBS board of directors comes days after a judge backed Redstone and rejected an effort by the board to block her from interfering with an evaluation of a potential merger with media rival Viacom.

The lawsuit in Delaware Chancery Court claims that Shari Redstone, acting for her father Sumner Redstone through the family holding company National Amusements Inc, appears intent on pressing ahead with the deal for Viacom, which she also controls.

CBS asked the court to nullify Redstone's change in the bylaws which would require 90 percent approval by the shareholders, allowing her to effectively veto any board action.

The complaint said that despite her promises to the contrary, Redstone is on a path to reunite CBS and Viacom, which split in 2005, and could use her supermajority in voting shares to replace board members opposing her.

The family holding company owns around 10 percent of the equity of CBS but its special voting shares give it approximately 80 percent of the voting power. A similar plan is in effect at Viacom.

"She has sought to combine CBS and Viacom regardless of the strategic and economic merits of the transaction and to the exclusion of considering any other potential transaction," the complaint said.

It added that a special committee formed to consider the deal determined earlier this month "that a CBS/Viacom merger is not in the best interests of CBS stockholders" other than the Redstone family.

Shari Redstone and National Amusements, according to the complaint, have violated their fiduciary duty to shareholders by their actions.

They have failed, the suit continued, to live up to the "uncompromising duties of loyalty and good faith that preclude them from profiting inequitably at the expense of the company or its other public stockholders."

National Amusements, which has defended the corporate structure, said in response the latest filing that it "exercised its legal right to amend CBS' bylaws and this change was effective immediately."

"We are confident the court will uphold NAI's action," the statement added.

The lawsuit is the latest drama involving the media-entertainment empire built by Sumner Redstone, 94, whose fitness and mental status have been questioned in legal proceedings.

A separate legal clash ended in 2016 when Viacom chief Philippe Dauman agreed to step down and drop his lawsuit alleging a power grab by Shari Redstone in the absence of her incapacitated father.

CBS, which operates one of the largest US broadcast TV network, the Showtime channel and controls Australia's Network Ten, has resisted efforts to merge with struggling Viacom, whose brands include Nickelodeon, MTV, BET and Comedy Central and Paramount Pictures.

###

Latest (5/18): Shari Redstone won the first round Thursday (17th May 2018) of a messy legal battle for control of CBS Corp, but the media group said the fight is not over yet.

A Delaware judge rejected a petition from the CBS board of directors to block the Redstone family's holding company from interfering with the evaluation of any merger deal.

The decision allows Shari Redstone -- daughter of media empire builder Sumner Redstone -- to keep tight control over the television and media group, with the power to replace its board.

It also could clear the way for CBS to reunite with rival Viacom, although the Redstones' National Amusements Inc holding firm has said it is not seeking to force a tie-up.

CBS had sought to block any effort by Redstone and National Amusements to meddle with the board ahead of a planned meeting where it was to consider a measure to dilute her voting shares.

Delaware Chancery Court judge Andre Bouchard said CBS failed to show it would suffer "irreparable" harm if its petition were denied.

"I am not convinced that the harm plaintiffs fear would be irreparable," Bouchard said in a 17-page opinion.

"To the contrary, the court has extensive power to provide redress if Ms Redstone takes action(s) inconsistent with the fiduciary obligations owed by a controlling stockholder."

National Amusements welcomed the ruling, saying the judge blocked an "unprecedented motion to try to deprive a shareholder of its fundamental voting rights."

"The court's ruling today represents a vindication of National Amusements' right to protect its interests," said the holding company led by Shari Redstone, who controls the shares for her ailing 94-year-old father.

A CBS statement said the judge did not rule out a potential legal claim against Redstone for failing to act in the interest of shareholders.

"While we are disappointed that the judge did not grant a (restraining order), the ruling clearly recognizes that we may bring further legal action to challenge any actions by NAI that we consider to be unlawful, and we will do so," CBS said.

CBS pointed out that the judge wrote in his order that the media firm may be able to present "a colorable claim for breach of fiduciary duty against Ms Redstone."

- Future clouded at CBS -

The court fight brought into the open the power struggle between Shari Redstone and CBS chief Les Moonves.

CBS had claimed that Redstone was seeking to force a merger with Viacom -- which is also controlled by the family and which was split from CBS in 2006 -- on terms that were unfavorable to public CBS shareholders.

The Redstone holding company controls about 10 percent of the equity of CBS but has nearly 80 percent of the voting power through a special share class.

National Amusements has disputed the claim by CBS that it wants a merger without the support of both firms.

But the open clash is likely to lead to major shakeup at CBS in the event of a merger with Viacom. CBS shares sank around four percent following the ruling.

"Ultimately, we believe it is hard to imagine Moonves having a role in the combined company," BTIG Research analyst Richard Greenfield said in a note to clients this week.

"We have a hard time seeing how any of the independent CBS directors in addition to Moonves, can be allowed to stay, given they are actively seeking to violate National Amusement's shareholder rights under the CBS bylaws."

CBS divisions include its large US broadcast television network, Network Ten Australia, Showtime Networks and the publisher Simon & Schuster, among others.

Viacom operates the Paramount studios in Hollywood, along with cable channels Nickelodeon, MTV and Comedy Central, and has content agreements with TV operators in Britain, Argentina and India.

The lawsuit is the latest drama involving the media-entertainment empire built by Sumner Redstone, whose fitness and mental status have been questioned in legal proceedings.

In a separate legal clash in 2016, Shari Redstone was accused of manipulating her incapacitated father to gain control of the media empire.

Additionally, CBS Corp.'s board on Thursday voted in favor of a dividend that would reduce the voting power that Viacom and CBS controlling shareholder National Amusements has at the latter, and it suspended its annual shareholder meeting that was scheduled for Friday. The company had on Monday sued its vice chair Shari Redstone, her father Sumner Redstone and the vehicle through which the Redstone family had controlled CBS and Viacom.

The company said it was "a unanimous vote of the directors not affiliated with National Amusements" and that the plan for dilution is still subject to court approval.

What the directors, did, specifically, was declare a dividend of 0.5687 shares of Class A common stock for each share of the company's Class A and Class B stock, which will mean that National Amusements will control about 17 percent voting control over CBS rather than 80 percent.

CBS, led by chairman and CEO Leslie Moonves, had on Monday filed a lawsuit in Delaware Chancery Court against its vice chair Shari Redstone, her father Sumner Redstone and the Redstone family's National Amusements. It said back then that a committee of independent directors at the company called for the Thursday board meeting to formally vote on the potential Viacom deal and possibly decide on issuing a dividend that would dilute NA's voting stake from approximately 79 percent to 17 percent.

With the expectation that the Redstones may attempt to interfere with the planned meeting, CBS in a preemptive measure demanded a temporary restraining order from a Delaware judge, which the judge denied on Thursday.

"The special committee believes that the company and its public stockholders face a serious threat of imminent, irreparable harm in Ms. Redstone's potential response to the special committee's unanimous decision ... May 12, 2018, that the proposed Viacom transaction is not in the best interests of CBS stockholders," the CBS motion had said.

NA called CBS' move "outrageous" and said it would vigorously defend itself in court. After Thursday's court decision, it said: "We are pleased by the court’s decision to deny CBS and its special committee’s unprecedented motion to try to deprive a shareholder of its fundamental voting rights. The court’s ruling today represents a vindication of National Amusements’ right to protect its interests. As we intend to demonstrate as the case proceeds, the actions of CBS and its special committee amount to a grievous breach of fiduciary duties and show no regard for the significant risk posed to CBS and its investors."

CBS said after the court decision: "While we are disappointed that the judge did not grant a temporary restraining order, the ruling clearly recognizes that we may bring further legal action to challenge any actions by NA that we consider to be unlawful, and we will do so."

It added: "As previously announced, the CBS board will hold a meeting at 5 p.m. today to consider declaring a dividend of shares of Class A common stock to all of the company’s Class A and Class B stockholders, as is permitted under CBS’ charter. This dividend would more closely align economic and voting interests of CBS stockholders without diluting the economic interests of any stockholder."

Also, from ZlotoNews:

CBS loses initial battle with shareholder

Shari Redstone wants to merge CBS with Viacom, another National Amusements company

The US media company CBS has lost an initial court battle amid a dispute with its biggest shareholder over control of the company.

A Delaware judge on Thursday lifted a temporary restraining order against National Amusements, which is owned by the Redstone family.

The ruling is expected to prevent CBS from taking steps to reduce National Amusement’s voting power.

CBS said it was disappointed but said it would continue its fight.

It said: “The ruling clearly recognises that we may bring further legal action to challenge any actions by [National Amusements] that we consider to be unlawful, and we will do so.”

Tensions between the two sides were triggered by Shari Redstone’s efforts to merge CBS with Viacom, another National Amusements company.

This week, a CBS committee decided the proposal was not in the firm’s interest. The company also announced plans to consider reducing National Amusement’s voting power by issuing a special dividend at a meeting on Thursday.

The firm argued that Ms Redstone’s interference in the merger process and other actions posed “significant threat of irreparable and irreversible harm” to CBS.

CBS had sought a temporary restraining order against National Amusements ahead of the meeting, arguing that Ms Redstone would block the plan to reduce her voting power by changing the board or its bylaws.

However, Delaware Chancery Court Chancellor Andre Bouchard said “a truly extraordinary set of circumstances would be necessary to grant such a request”.

“I am not convinced that the harm plaintiffs fear would be irreparable,” he wrote.

“To the contrary, the court has extensive power to provide redress if Ms Redstone takes action(s) inconsistent with the fiduciary obligations owed by a controlling stockholder.”

Despite the ruling, CBS said it would hold the meeting as planned.

‘Unprecedented motion’
National Amusements, which operates movie theatres in the US, UK and Latin America, controls about 80% of the voting power at both CBS and Viacom through a dual share class structure. The firm’s ownership stake is lower.

After CBS filed the lawsuit, National Amusements moved to amend the board’s bylaws, requiring a supermajority for certain measures.

National Amusements said the judge’s decision was “a vindication of National Amusements’ right to protect its interests.”

It said: “We are pleased by the court’s decision to deny CBS and its special committee’s unprecedented motion to try to deprive a shareholder of its fundamental voting rights.”

Viacom and CBS were previously part of the same company, but Sumner Redstone, Shari’s father, separated the two firms in 2005.

CBS subsidiaries include its flagship television network, television studios and the Simon & Schuster publishing firm.

Viacom includes Paramount, as well as media brands such as Nickelodeon, Comedy Central and MTV.

CBS shares plummeted after the decision,

--Ends--

Also, from The New York Times:

Judge Rejects CBS Move to Strip Shari Redstone’s Control of Company

A Delaware judge on Thursday handed a victory to Shari Redstone in her dispute with CBS, the television network controlled by her family, but left the door open for further courtroom battles in a bitter, and unusually public, boardroom feud.

The decision was a blow to CBS’s chief executive, Leslie Moonves, a highly paid and well- respected media mogul who has long resisted Ms. Redstone’s quest to merge his company with its corporate sibling, Viacom. Still, the decision left a door open for CBS to challenge future moves by its main shareholder.

The ruling, by Chancellor Andre G. Bouchard of Delaware’s Court of Chancery, denied CBS’s request for a temporary restraining order against Ms. Redstone. CBS had sought to prevent her from interfering with a board meeting scheduled for 5 p.m. Thursday at which board members were to vote on a special stock dividend that would have reduced her voting stake to 17 percent from 79 percent.

In suing Ms. Redstone, her father, Sumner M. Redstone, and their company, National Amusements, which owns CBS and Viacom, CBS argued that Ms. Redstone could seek to replace the company’s current directors with her allies in a maneuver similar to one she previously executed at Viacom. (Ms. Redstone, through her family’s holding company, denied considering such a move at CBS.)

Chancellor Bouchard’s ruling came amid a whirlwind week when the tension between CBS and its owner erupted into all-out war. On Monday, CBS sued Ms. Redstone, asking the court for the temporary restraining order. On Wednesday, less than an hour before the hearing in Delaware was to begin, Ms. Redstone moved to amend CBS’s bylaws to effectively give her control of the board.

In his decision, the judge wrote that CBS would have other legal avenues to challenge Ms. Redstone if the network believed that she had violated its independence.

“I am not convinced that the harm plaintiffs fear would be irreparable,” Chancellor Bouchard wrote. “To the contrary, the court has extensive power to provide redress if Ms. Redstone takes action(s) inconsistent with the fiduciary obligations owed by a controlling stockholder.”

In a statement, National Amusements said, “We are pleased by the court’s decision to deny CBS and its special committee’s unprecedented motion to try to deprive a shareholder of its fundamental voting rights. The court’s ruling today represents a vindication of National Amusements’ right to protect its interests. As we intend to demonstrate as the case proceeds, the actions of CBS and its special committee amount to a grievous breach of fiduciary duties and show no regard for the significant risk posed to CBS and its investors.”

CBS, in its own statement, said that although it was disappointed by the outcome, “the ruling clearly recognizes that we may bring further legal action to challenge any actions by N.A.I. that we consider to be unlawful, and we will do so. We remain confident that we will prevail in the lawsuit previously filed by CBS and the members of its Special Committee.

As for the board meeting scheduled for Thursday, CBS said it would proceed as planned.

--Ends--

Latest (5/17): Redstones abruptly change CBS' bylaws an hour before court hearing as struggle for control continues, reports The Los Angeles Times (H/T: Valdosta Daily Times).

In a day of high drama even for the media industry's most combative family, Shari Redstone spent Wednesday furiously trying to outmaneuver CBS in a brawl for control of the storied media company.

The day ended in a Delaware courtroom where the judge, Chancellor Andre G. Bouchard, issued a protective order to prevent further changes to CBS or its board, according to a person close to the situation who was not authorized to comment.

About an hour before the hearing, the Redstone family, through its investment vehicle, National Amusements Inc., said it had amended CBS' bylaws to stipulate that any changes or authorizations of dividends would require a supermajority of board members. The move appeared aimed at preventing the board from voting Thursday to weaken the Redstones' hold over the company. They are locked in a dispute with CBS over a proposed merger with Viacom.

The high-stakes showdown came after several months of behind-the-scenes tensions between Leslie Moonves, CBS' chairman and chief executive, and Shari Redstone, the daughter of Sumner Redstone who also serves as vice chair of CBS.

Shari Redstone wants to merge CBS with another media company the family controls, Viacom, which owns MTV, Comedy Central, BET and Nickelodeon. CBS does not want to be saddled with the troubles of the weaker Viacom, and on Sunday a special committee of the CBS board determined that such a merger was not in the company's best interest.

That conclusion was a rebuff to Redstone, who believes the two companies would be stronger together as traditional media compete with such technology giants as Facebook, Google, Netflix and Amazon.

The judge is expected to swiftly decide whether CBS can move forward with a rare corporate maneuver to strip the Redstone family of their control over the company, treating them like ordinary shareholders.

CBS has planned to hold a special board meeting Thursday to issue a dividend that would dilute the Redstones' control over the company's affairs. The family's voting stock would be reduced from nearly 80% of the shareholder vote to 17%.

CBS said there was a provision in its charter that allows for such a dividend. It asked the judge to block the Redstones from making any changes to its board before Thursday's vote could take effect.

"National Amusements Inc. believes the irresponsible action taken by CBS and its special committee put in motion a chain of events that poses significant risk to CBS," the Redstone family said in a statement midday Wednesday. "Due to the magnitude of this threat, NAI was compelled to take this measured step to protect its position while also mitigating further disruption to CBS."

CBS has said it feared that the Redstone family would unilaterally make changes that would harm CBS shareholders. The Redstones' bylaws change reinforces the company's concerns, CBS said.

"The latest step by NAI provides further evidence of why we concluded that we had no choice but to file our action in the Delaware courts, in order to protect the interests of all CBS shareholders," CBS said in a statement after the bylaws change.

CBS sued the Redstone family Monday, alleging that Shari Redstone was trying to force a merger with Viacom Inc. even if it would harm CBS shareholders.

The Redstones filed a brief in the case late Tuesday, calling CBS' attempts to eliminate their voting control "egregiously overbroad and unjustified" and said the move would be "an unprecedented usurpation of a controlling stockholder's voting power."

The Redstones' National Amusements asked the judge to deny CBS' request to block the Redstones from making changes at CBS before Thursday's board meeting.

There is deep distrust on both sides. Moonves has bristled over media reports that Shari Redstone has been conducting a stealth search to replace him.

Moonves prides himself on his successful 12-year run managing the broadcasting company with little management oversight from the Redstones. But that changed in the last two years as the family patriarch, Sumner Redstone, who turns 95 next week, became ill and Shari Redstone began taking a more active role in Viacom and CBS.

Legal experts have called CBS' gambit to dilute the Redstones' power the "nuclear option." The Redstone family told the judge that such a severe remedy was not warranted, saying there was no clear evidence that Shari Redstone planned to make changes to the board.

National Amusements called CBS' effort "extraordinary both in scope and finality in response to unsupported allegations."

"NAI does not have, and has never had, any intention of replacing the CBS board or taking other action to force a merger," the company said in its Tuesday brief.

According to National Amusements, CBS has overreacted based on "unsourced media reports," that have cited knowledgeable people who have said that Shari Redstone was prepared to replace CBS board members with ones that were aligned with her views.

CBS, in a response filed Wednesday morning, said it "was not seeing ghosts."

"Five independent directors of undisputed renown — former CEOs and senior business executives along with the former dean of Harvard Law School — determined that [Shari Redstone] was such a serious threat to the corporation and all its stockholders that their fiduciary duties required action," CBS said in its court papers.

Shari Redstone already has one close ally on the CBS board: Robert Klieger, a Los Angeles attorney who served as Sumner Redstone's personal lawyer when the patriarch was sued by a former female companion. Klieger successfully represented Sumner Redstone in that fraught 2016 court case when the former companion, Manuela Herzer, tried to get Sumner Redstone declared mentally incapacitated. In 2017, Klieger joined the CBS board.

Last Friday, Klieger approached another board member, Bruce Gordon, and said National Amusements wanted a third board member, Charles Gifford, removed from the board before CBS' annual shareholders meeting Friday. In its brief, National Amusements said it had concerns with Gifford that stemmed from unspecified "incidents" that occurred in 2016 and 2017. (Gifford, 75, is a former Boston banker who has served as chairman emeritus of Bank of America Corp. since 2005.)

Earlier this week, National Amusements said the board member, whom it now revealed as Gifford, had engaged in "bullying and intimidation."

Gifford was not immediately available for comment. CBS defended Gifford on Wednesday, saying in a statement that he has "always conducted himself with courtesy, integrity and staunch dedication to all of our shareholders."

"It is unfortunate and revealing that NAI has resorted to baseless personal attacks against a member of CBS' board," CBS said in its statement. "The allegations regarding him are not only vague and unsubstantiated, they are utterly inconsistent with our knowledge of him."

CBS noted that Shari Redstone had previously supported Gifford's involvement in an important CBS board committee. In addition, six weeks ago, National Amusements said in a regulatory filing that it planned to support the reelection of all current CBS board members, including Gifford.

The corporate wrangling comes just two years after National Amusements unilaterally made sweeping changes to Viacom's board — moves that were announced via a fax that arrived in the office of Viacom's then-chief executive late one Friday in May 2016.

That dispute also wound up in a Delaware court, and Viacom Chief Executive Philippe Dauman eventually resigned. That helped clear the decks for Shari Redstone to install Bob Bakish as the new chief executive of Viacom.

Talks about a Viacom-CBS merger broke down over her push to have Bakish serve in an influential role at the combined company.

UPDATES:

1:45 p.m.: This article was updated with a Delaware judge issuing an order to prevent further changes to CBS or its board.

11:50 a.m.: This article was updated with a statement from CBS about the Redstone family's bylaws changes.

11 a.m.: This article was updated with the Redstone family's move to amend CBS bylaws.

9 a.m.: This article was updated with CBS' Wednesday filing and statement and with additional background information.

This article was originally published at 7:25 a.m.

--Ends--

Latest (5/15): Les Moonves, CEO of CBS, privately concedes that his fight to wrestle control of the broadcast outfit from Shari Redstone could end with its sale to another player in the rapidly evolving media business, FOX Business has learned.

Insiders at CBS say a priority is achieving victory over Shari and her father, Sumner, who own a controlling stake through their holding company, National Amusements Inc. But these same insiders say Moonves is well aware of the challenges CBS will face as an independent company, given its relatively small size compared with the likes of Comcast, or if the courts allow, the proposed combination of AT&T and Time Warner.

With that in mind, Moonves will be open to a merger or being sold if the price is right. “Les knows what’s happening in the media industry,” said one CBS insider. “And he knows if he prevails here he could be sold.”

On Wednesday, a Delaware Chancery Court judge will hear arguments from CBS, which filed an unusual and explosive lawsuit earlier this week against the Redstones to dilute their controlling stake. The suit came after a contentious round of negotiations in which Shari Redstone was looking to merge CBS with the other media company the family controls, the ailing Viacom unit of National Amusements. Moonves has balked over price and her management demands.

Moonves plans a CBS board vote on Thursday to complete the dilution and strip control of the broadcaster from the Redstones. One CBS insider told FOX Business: "Les would never have even considered buying Viacom if Shari didn't force this on him."

The bold move by Moonves took the media industry by surprise, and if he’s successful, the outcome could have wide-ranging implications not just in the media business, but throughout corporate America. The lawsuit essentially puts the Chancery Court—which is regarded as the top legal venue for adjudicating more prosaic corporate disputes—in the position of determining something that is considered nearly unprecedented: Who is the rightful owner of a family company in a dispute between a controlling shareholder and management.

“The Delaware court usually doesn’t want to get involved in ownership disputes of this nature,” said a long-time media executive, who spoke on condition of anonymity. “They want to make sure parties are merely following the rules. They don’t want to get involved in a family-type dispute.”

In a statement, National Amusements said it “is outraged by the action taken by CBS and strongly refuted its characterization of the events.” The company said it was not forcing CBS to merge with Viacom and that a possible deal seemed to be on track until Moonves filed the lawsuit. The Redstones believe that Moonves filed the suit to protect an unnamed board member from being ousted over “incidents of bullying and intimation.”

A spokeswoman for National Amusements declined any further comment, but FOX Business has learned through another company executive that National Amusements is planning to make its own filing with the Delaware court sometime on Tuesday. This executive wouldn’t rule out that the Redstones could fire CBS board members to prevent Moonves’ move to dilute National Amusements' control over CBS.

But people close to Moonves believe he’s got a strong legal case to make: Namely that Viacom’s assets – which include entertainment networks like Nickelodeon and MTV, are inferior to CBS’s entertainment and news programming and that Redstone was forcing a sale at inflated prices.

And Moonves is also thinking long-term, the people add: As the drama plays out in court and in the boardroom, Moonves and his management team have weighed the possibility of CBS being purchased or merged with another company, according to two CBS insiders with direct knowledge of the matter.

A CBS spokesman declined to comment on the matter but would not deny Moonves' thinking as characterized by the insiders.

People familiar with Moonves’ priorities said at least for the near term the 68-year-old CEO wants to run CBS as a standalone outfit and to leverage its premium entertainment and news programming. He is in the middle of a long-term growth plan and has been reaching internal benchmarks.

Investors have rewarded the company by snapping up its shares, which have climbed more than 10% over the past five years. Viacom has been a market laggard, with its stock losing half its value.

That said, people in Moonves’ inner circle acknowledge that if he prevails over Redstone, his company would immediately become takeover bait for large technology companies such as Apple or even Google or Verizon, which have enormous amounts of cash on hand for such a purchase and are looking for various forms of content.

Given the rapidly changing media business, where even profitable companies such as CBS are coming under cost pressure because of the phenomenon known as cord cutting, CBS would have to consider a merger partner if and when one comes along, these people added.

"Verizon has already expressed interest in CBS," Porter Bibb, managing partner of Mediatech Capital Partners, told FOX Business, adding that the telecom giant would probably prefer a combined CBS and Viacom because together the media titans are "worth at least 50% more than the two standalones would get individually."

The first order of business for Moonves is prevailing over the Redstones. Shari Redstone took the reins of National Amusements as the health of her 94-year-old father declined. She has sought to consolidate power, first by pushing out Philippe Dauman as Viacom CEO and then by attempting to reunite Viacom with CBS.

Moonves has resisted the merger for the past two years, openly suggesting that he would rather be fired than be forced to buy Viacom at what he thought was an inflated price. He has also balked at her management demands including a push to install Viacom CEO Robert Bakish as the No. 2 at the combined company.

But Moonves believes he has a good hand in opposing his nominal boss. First, if Redstone fired him, Moonves would walk out with an enormous pay package estimated anywhere from $150 million to $200 million.

And from a legal standpoint, he believes CBS bylaws allow him to oppose mandates from the controlling investors if they are not in the best interest of most CBS shareholders. While the Redstones hold a controlling interest in CBS, they don't own most of its stock. It is Moonves’ intention to dilute the family’s controlling stake to the point that it will vote like any other shareholder.

“Les believes he's got all the cards in this one," said a CBS executive. "If he loses and gets fired, he walks away even richer. If he wins, he is a hero to shareholders because the Viacom deal makes no sense."

And as another CBS insider said, if he sells the company down the road, he will end up with still more.

Also from The Hollywood Reporter:

Will CBS-Viacom Brawl End With Leslie Moonves' Golden Parachute?

Two media giants head to court as the TV mogul places a last-ditch bet on outmaneuvering Shari Redstone, with the fate of an empire on the line.

Is Shari Redstone the protagonist in a drama that could be titled "Daddy Dearest," in which her domineering father years ago quietly devised a method to block her from eventually taking control of his media empire? Or is CBS Corp., which stunned Redstone by suing May 14 to prevent her from forcing a merger with Viacom, just playing the long odds with an audacious legal argument? Has CBS chairman Leslie Moonves calculated that even if his side loses, he'll be paid handsomely to leave while sparing himself a possibly futile struggle to make a success of the combined companies?

Those are among the looming questions now that Moonves, 68, has launched open and potentially very personal warfare with Redstone, 64. CBS is arguing that a largely unknown (until now) provision in its charter allows the company to dilute the Redstones' long-standing control by issuing new voting shares to stock­holders. The implication is that in 2005, when mogul Sumner Redstone split his media empire into two stand-alone companies — CBS and Viacom — he slipped in a provision giving the respective boards a way to block his daughter should she eventually try to impose her will.

The Redstones' National Amusements holding company says it "strongly disagrees" with the CBS interpretation of the provision in question and that there never was any intention of forcing a merger.

Clearly Shari recoils at any suggestion that her now-ailing father meant to stymie her. While certainly Sumner did not always express a fond parent's faith in his daughter's ability to succeed him, she takes the position that Sumner supported her in 2005 when the companies were split and supports her today. (Whether Sumner, now a frail 94 and unable to speak, is capable of expressing an opinion on this issue could become a very sensitive part of the dispute.)

When Shari seized control of Viacom in 2016, then-chairman Philippe Dauman did not attempt to invoke the so-called "nuclear option," choosing instead to take a very large check (about $72 million) to go away. But to many observers, Dauman had long appeared to be phoning it in and stashing the cash while Viacom drifted deeper and deeper into difficulty as its cable channels (MTV, Nickelodeon) and Paramount studio faltered and the media landscape changed.

At the same time, Moonves — also richly remunerated (he made $69.3 million in 2017) — has long been the undisputed master of his domain and has delivered good results even in turbulent times for CBS and the broadcast industry. He commands the loyalty of his board and the support of many, though not all, Wall Street analysts.

Under pressure to deliver scale in an advertising market increasingly dominated by Google and Facebook, Shari has decided the best path for her family empire is to merge CBS and Viacom into one $32 billion company. But Moonves' insistence on maintaining control does not come as a surprise to anyone who knows him. And Shari was willing to leave him in charge of a combined company — for now — though initially she insisted on some meaningful role for Bob Bakish, her handpicked Viacom CEO. Some observers thought she had in effect blinked when she then agreed that Moonves didn't have to give Bakish, 54, a top job as long as he got a board seat. But CBS apparently saw that as allowing the camel to poke its nose into the tent, as lawyers like to say.

Now CBS has rejected the whole idea of a merger, opting instead to go to war. In legal papers filed in Delaware, the company questions Shari's earlier tactics in taking control of National Amusements and Viacom and explicitly argues that she "presents a significant threat of irreparable and irreversible harm" to CBS. It also claims Shari stymied a potential acquisition of CBS — sources say the suitor was Verizon — that would have benefited CBS shareholders. In response, National Amusements says it "is outraged by the action taken by CBS and strongly refutes its characterization of recent events. NAI had absolutely no intention of replacing the CBS board or forcing a deal that was not supported by both companies."

The move to dilute the Redstones' 80 percent voting power certainly is unusual, according to legal experts. "I don't know if it's going to work," says University of Pennsylvania law professor Jill Fisch. "Maybe nobody's ever thought of it." Columbia Law School professor John Coffee agrees CBS' move is "radical" and references two other corporations with dual-class share structures designed to ensure voting power. "Remember, if this can happen at CBS, it could happen at Facebook or Google years from now."

In the suit, CBS argues that the so-called "Redstone discount," meaning the family's super-majority voting control, has long been viewed by Wall Street as "a potential cloud and depressant on the market value of CBS stock." In other words, CBS shareholders suffer under Redstone rule, so the solution should be independence. Pointing to registration and proxy statements through the years, CBS claims the company has been held out to regulators and anyone buying common stock as an entity that would be governed by an independent board. The first test of this bold theory comes at a hearing May 16 in Delaware Chancery Court. But that's only the beginning. It won't settle the big issues such as Moonves' continued role at CBS and Shari's potential fiduciary-duty counterclaims against the CBS board.

And, of course, a deal could still be in the cards. As top Delaware corporate lawyer Francis Pileggi notes, "A lot of the time, litigation is used as a negotiating tactic." Especially when it comes to the Redstone empire.

Or Moonves may have another goal in mind. One longtime industry insider — the veteran of his own Redstone wars — says the odds of CBS prevailing in court seem to be so long that "it smells to me like Les wants to get canned, collect his pay and go home." That go-away fee could be much larger than Dauman's, between $180 million and $280 million, according to an analysis of recent SEC filings. And the clock is ticking. Unless a deal is reached, the nuclear war could take an additional toll on two companies struggling to keep pace with digital goliaths. Viacom disclosed about 100 additional cost-cutting layoffs on May 15.

Analyst Steven Cahill warns that if Redstone goes to the mat to keep control and push through a merger, that could lead to "names being dragged through the mud and uncertainty over leadership and corporate structure for some months or even years as legal cases play out, likely with a fair amount of name-calling along the way." The only sure thing: The lawyers will prosper and Moonves will, too.

--Ends--

Latest (5/14): CBS filed suit on Monday 14th May 2018, alleging that majority shareholder Shari Redstone is seeking to "force" a merger with rival Viacom on unfavorable terms, reports AFP.

The lawsuit filed in Delaware Chancery Court claims "breaches of fiduciary duty" by Shari Redstone and National Amusements, the holding company created by her father, 94-year-old Sumner Redstone.

CBS is seeking a temporary restraining order "to protect the status quo and to prevent imminent and irreparable harm" from merging CBS and Viacom, two media groups which were split a decade ago by Sumner Redstone.

The lawsuit alleges that Shari Redstone is seeking "to force through a merger of CBS and Viacom on terms that are contrary to the best interests of the public stockholders -- without allowing them any voice on the transaction."

This effort "would subvert the board-approved Special Committee process," evaluating a tie-up of the two firms.

CBS said in February it had established a committee to consider reuniting the two companies, combining CBS with Viacom's networks which include Nickelodeon, MTV, BET and Comedy Central.

The companies previously explored a combination in 2016, but later abandoned the effort.

Shari Redstone, acting on behalf of her father, effectively controls both firms through National Amusements through special voting shares.

CBS has called a special board meeting for Thursday that will consider issuing a dividend that would dilute the voting power of the holding company from 79 percent to 17 percent.

The dividend "would enable the company to operate as an independent, non-controlled company and more fully evaluate strategic alternatives," a CBS statement said.

The lawsuit said Shari Redstone could force a merger by replacing CBS board members.

"If Ms. Redstone can replace Board members or modify the Company’s governance documents in the next three days, it is uncertain that the board will be able to protect all stockholders by considering at the next Board meeting whether to take action in response to her threats and breaches of fiduciary duty," the suit alleges.

Also, from Deadline:

CBS Stakes Claim For Independence, Sues National Amusements For Breach Of Fiduciary Duty

In a dramatic escalation of the long-simmering tensions between CBS and controlling shareholder National Amusements, CBS and the Special Committee of its Board of Directors have filed a lawsuit looking to slash NAI’s controlling stake. While the near-term goal is to scuttle the proposed merger of CBS and Viacom, CBS says it seeks to operate as “an independent, non-controlled company,” with more strategic options down the line.

The suit (read it here) in Delaware Court of Chancery alleges breaches of fiduciary duty by National Amusements, the controlling shareholder of both CBS and Viacom. Shari Redstone, who runs National Amusements, has been locked in a struggle with CBS chairman and CEO Leslie Moonves over the company’s merger talks with Viacom. The flare-up comes on an already momentous week for CBS, which is holding its annual upfront presentation to advertisers on Wednesday and convening its annual shareholder meeting Friday.

The lawsuit seeks to prevent National Amusements from interfering with a special meeting of the board of directors. At the meeting, the directors will consider declaring a dividend of shares of Class A common stock to all of the Company’s Class A and Class B stockholders, as is permitted under CBS’ charter. The dividend would dilute the voting interest of National Amusements from its current level of about 79% to 17%. It would not dilute the economic interests of any CBS stockholder, the company said.

Redstone had reportedly indicated she would consider ousting Moonves and the entire CBS board if they stood in the way of the merger. One point of contention is the role that Redstone’s hand-picked CEO of Viacom, Bob Bakish, would play in the combined company. Moonves, who would run the re-merged entity, has favored CBS Chief Operating Officer Joe Ianniello over Bakish as his No. 2.

Wall Street reacted to the lawsuit by boosting CBS stock by 4%, while Viacom’s took a hit, dropping nearly 7% in morning trading. Many analysts in recent weeks have observed that Viacom needs the merger more than CBS. Viacom has been attempting to crawl out of a deep hole with a portfolio of cable networks, including MTV, Nickelodeon and Comedy Central, that has been hurt by cord-cutting and other disruptions to the traditional bundle. While CBS is experiencing similar headwinds, Moonves and his team have increased revenue from retransmission consent and content licensing. It has also debuted stand-alone streaming networks like CBS All-Access as hedges against live linear ratings erosion.

Reps from Viacom and National Amusements did not immediately respond to Deadline’s requests for comment.

The suit argues that National Amusements’ control derives from the company’s dual-class stock structure, not NAI’s economic ownership. A motion for a temporary restraining order looks to keep Redstone “from abusing NAI’s voting control and further harming CBS and its public stockholders in breach of their fiduciary duties,” according to the documents.

CBS is also demanding a May 17 board meeting to “discuss ways in which the Board may protect the Company against Ms. Redstone moving forward, including the potential issuance of a stock dividend that would dilute NAI’s voting power.” That gathering would come one day after CBS holds its customarily lavish upfronts presentation at New York’s Carnegie Hall, showcasing its upcoming TV season to deep-pocketed advertisers, with an after-party at the Plaza Hotel.

“The Special Committee has taken this step because it believes it is in the best interests of all CBS stockholders, is necessary to protect stockholders’ interests and would unlock significant stockholder value,” the company said in a press release. “If consummated, the dividend would enable the company to operate as an independent, non-controlled company and more fully evaluate strategic alternatives.”

CBS and Viacom were corporate siblings from 2000-2006. Since splitting, their fortunes have diverged in ways not envisioned by National Amusements founder and longtime chairman Sumner Redstone, Shari’s father. CBS after the separation became the most-watched broadcast network and has had a nearly two-decade run of ratings dominance.

Citing marketplace consolidation, Shari Redstone has long sought to recombine the companies, which have been holding formal merger talks since February. The main sticking points have been the management team and the value in the deal from the CBS side given the significant struggles at Viacom in recent years.

--Ends--

Also, from Bloomberg:

Les Moonves Sets Stage for Final Showdown With Redstone Family

Leslie Moonves has decided the fate of countless TV shows, from “Survivor” to “C.S.I.” Now he’s trying to write his own finale.

CBS Corp., where Moonves serves as chairman and chief executive officer, sued its controlling shareholder National Amusements Inc. on Monday -- an unusual legal maneuver intended to block an unwanted merger with Viacom Inc. and wrest control of CBS away from Sumner Redstone and his heirs, the very family that put Moonves in power.

This could be the last stand for Moonves, a 68-year-old former actor who has run CBS for the past 13 years. If he prevails, he would emerge from this legal dispute free from control of the Redstone family, for whom he’s worked for nearly two decades. Or he can get ousted from his company, an unceremonious end to one of the most storied careers in the modern media business.

CBS claims Shari Redstone, president of National Amusements, isn’t acting in shareholders’ best interests, and must be prevented from replacing board members to force the network to merge with Viacom on her terms.

A Delaware chancery court judge will hear CBS’s argument on Wednesday, a day before the company’s board is scheduled to vote on National Amusements’ voting stake in CBS. Judge Andre Bouchard must decide if CBS’s board has the power to dilute NAI’s voting control.

CBS Takes Redstones to Court as Hopes Fade for a Viacom Deal

A board committee set up to weigh the Viacom merger is recommending directors approve a stock dividend that would dilute NAI’s voting power to approximately 17 percent from 80 percent -- a move it says will protect the interests of CBS’s stockholders.

“No management team can perform in the shadow of the dangerous power Ms. Redstone wields,” the company said in a filing.

CBS filed suit after weeks of negotiations with Viacom, the owner of MTV, Comedy Central and Paramount Studios, which also is owned by the Redstone family. National Amusements labeled the act an outrage, and said it would “defend our position vigorously.”

Shari Redstone has been urging Moonves to merge with Viacom since she and her father deposed that company’s CEO, Philippe Dauman, in 2016. Viacom’s value had plummeted under Dauman’s stewardship, and the Redstones hoped Moonves could restore the company to its former glory. Viacom, which also owns the Nickelodeon child-targeted channel, was once the crown jewel of the Redstone’s media assets.

Viacom’s CEO
The two companies are locked in an unusual tussle. The Redstone family controls both businesses, and they were one corporation before a breakup in 2005. Getting them back together has proved challenging. Shari Redstone has indicated she wants Viacom CEO Bob Bakish to become the combined company’s second-in-command. Moonves wants to keep his own people in charge.

Though Moonves was more keen to combine with a media company on stronger footing, he was willing to join with Viacom so long as he received assurances of his independence from the Redstone family. The billionaire and his daughter never gave him those assurances, CBS said in its legal filing.

Moonves, who had already seen the Redstones oust Dauman, opted to pre-empt any move against him by challenging his controlling shareholders’ grip on power by using the dividend as a defense measure, said Larry Hamermesh, a Widener University professor who specializes in Delaware corporate law.

Showing Harm
“It may be tough for directors to show there’s irreparable harm to the company that justifies the dilution,’’ Hamermesh said. “The dividend that dilutes NAI down to 17 percent is pretty strong stuff.’’

Other companies with stock structures that allow investors to use voting power to control a firm have come under attack in Delaware, said Charles Elson, director of the John L. Weinberg Center for Corporate Governance at the University of Delaware.

Last year, Facebook Inc. scrapped plans to create a class of nonvoting shares that would have allowed founder Mark Zuckerberg to retain voting control even while selling almost all his shares to fund philanthropic endeavors. “These dual-stock structures are becoming increasingly disfavored,’’ Elson said.

NAI owns about 10 percent of CBS’s shares, but the family’s voting power gives its nearly 80 percent control in CBS, which operates the Showtime premium cable network as well as its namesake broadcast network.

“While there is likely some months ahead of legal proceedings, we think this move all but kills a deal in any recognizable form,” Steven Cahall, an analyst with RBC Capital Markets, said in a note.

--Ends--

Also, from The Los Angeles Times (H/T: The Virginia Gazette):

CBS chooses 'nuclear option' against Shari Redstone: It sues to thwart Viacom merger

CBS Corp. has essentially declared war on its controlling shareholder Shari Redstone, setting the stage for an epic battle for control of one of America's oldest and most popular broadcasting companies.

CBS' board on Monday filed a lawsuit intended to thwart Redstone's effort to push through a merger of CBS and Viacom Inc., the other New York-based media company controlled by the Redstone family.

The legal gambit escalates a high-stakes feud that has been playing out behind the scenes between Redstone and CBS' Chairman and Chief Executive Leslie Moonves for much of this year.

"CBS draws first blood," John Janedis, media analyst with the investment firm Jefferies, wrote in a research report.

The lawsuit came following weeks of tensions between Moonves and Redstone over the possible CBS-Viacom merger. On Friday, a Redstone representative told CBS that Shari Redstone wanted an unidentified CBS board member to be removed in advance of the company's annual meeting with shareholders later this week, according to a person familiar with the matter who was not authorized to comment publicly.

CBS became alarmed, people close to the executive said. Moonves and several other board members have been suspicious about Redstone's motives for months. They worried that she would invoke the Redstone family's voting control to unilaterally reconfigure CBS' board. The company quickly mobilized and held a meeting with members of a special committee of the board on Sunday. The committee formally rejected the CBS-Viacom merger and prepared a pre-emptive strike.

CBS on Monday asked a Delaware judge for a temporary restraining order to prevent Redstone and her family's investment vehicle, National Amusements Inc., from trying to exert their influence before the board can meet Thursday and vote on a measure that would strip the Redstones of their control.

Moonves and other CBS executives have been stewing for months over CBS' falling stock price as investors became skittish about the potential for a merger with the weaker company, Viacom. Leaks to media outlets that Redstone was prepared to fire the well respected Moonves, should he oppose a merger, only served to bolster CBS' view that big changes were afoot.

Such fear is understandable. Only two years ago, Shari Redstone and her ailing father, Sumner Redstone, unilaterally made changes to Viacom's board, which immediately tilted the balance of power and led to sweeping management changes. According to CBS' lawsuit, Shari Redstone had been quietly interviewing candidates to replace Moonves.

The suit seeks to eliminate the Redstone family's clout by treating them like ordinary shareholders. Although the Redstone family owns just 10.3% of CBS' stock, they hold preferred shares — A shares — which give them nearly 80% of the vote.

Instead, at a meeting Thursday, CBS directors will consider issuing a dividend of Class A shares to all stockholders that would dilute National Amusements' voting interest to 17%.

"Ms. Redstone, through her recently obtained domination and control of [National Amusements], has taken actions over the past two years that have led the Special Committee to conclude that she presents a significant threat of irreparable and irreversible harm to the Company and its stockholders," the lawsuit says.

The lawsuit, filed in Chancery Court in Delaware, accuses Shari Redstone of breaching her fiduciary duty to CBS shareholders in her pursuit of a CBS-Viacom merger. CBS contends merger talks have wiped out $7 billion in CBS market value, harming rank-and-file shareholders. Last year, CBS shares were trading as high as $70 a share, but lately have been hovering around $50.

CBS also alleged in its complaint that Redstone rebuffed the CEO of another company about a possible merger with CBS. The potential suitor was Verizon Communications, according to two people familiar with the matter who were not authorized to speak publicly.

CBS' board or its shareholders were not allowed to entertain discussions with Verizon — which likely would have sent CBS' shares soaring, the sources said.

The Redstones appeared to be blindsided by Monday's lawsuit, in part because CBS' special committee had made at least two offers to buy Viacom. Although talks were slow, Shari Redstone felt that progress was being made toward a CBS-Viacom union.

National Amusements Inc. said in a statement it was "outraged" by CBS' lawsuit. It "strongly refutes [CBS'] characterization of recent events," adding that it had "absolutely no intention of replacing the CBS board or forcing a deal that was not supported by both companies."

The company said it raised "specific concerns about incidents of bullying and intimidation in relation to one CBS director, dating back to 2016. NAI has made every effort to deal with this matter privately and confidentially. Unfortunately, CBS' action today continues to enable and empower such conduct."

National Amusements was preparing to file its own court papers, as early as Tuesday.

"Pass the popcorn," Doug Creutz, a media analyst with Cowen & Co. wrote in a research report. "It is hard to gauge the chances of success for CBS, however, we view the suit as consistent with acting in the best interest of shareholders."

Shari Redstone has led the campaign for reuniting the companies, and this is the second time in two years that she has tried to make that happen. She believes they would be stronger together as traditional media companies gird for battle with such technology giants as Facebook, Google, Netflix and Amazon.

But CBS does not want to be weighed down by Viacom's cable channels, including MTV, Comedy Central, VH1 and Nickelodeon, which have lost steam in the ratings as viewers switch to streaming services that don't have commercials.

And Moonves and other CBS board members don't want Shari Redstone to have sway over the company that Moonves has successfully managed for 12 years.

"She has threatened to impose her and NAI's will on the company at the expense of all of the company's stockholders," CBS said in its lawsuit. "She has undermined management. It has been publicly reported that she will replace directors who will not do her bidding. She has sought to combine CBS and Viacom regardless of the strategic and economic merits of the transaction and to the exclusion of considering any other potential transaction."

The lawsuit is a "classic example" of why companies with two classes of stock, including CBS and Viacom, can be problematic, said Charles Elson, director of the Weinberg Center for Corporate Governance at the University of Delaware.

Under CBS' structure, holders of Class A shares have voting power, while those with Class B shares do not.

Redstone previously said that she would like Moonves to serve as chief executive of the combined company for at least two years. A sticking point in the merger talks is what role her handpicked lieutenant — Viacom CEO Bob Bakish — would play.

With its lawsuit, CBS went for the "nuclear option," said C. Kerry Fields, a professor of business law and ethics at the USC Marshall School of Business. The suit, Fields said, is Moonves' way of communicating to shareholders that CBS is on a strong trajectory under his leadership and should not be saddled with Viacom's troubles.

Fields said the judge will "undoubtedly" grant the temporary restraining order to prevent interference with the board's special meeting.

"Judges typically are sympathetic to applications for temporary restraining orders when there is a matter of great seriousness that might be upset if this injunction isn't put in place," he said.

CBS shares closed $53.65, up 2%. Viacom closed at $28.74, down nearly 5%.

UPDATES:

1:25 p.m.: This article was updated to include comments from University of Delaware professor Charles Elson.

9:55 a.m.: This article was updated to include a statement from National Amusements.

9:05 a.m.: This article was updated to include comments from USC professor C. Kerry Fields.

8:10 a.m.: This article was updated to add that the lawsuit accuses Shari Redstone of breaching her fiduciary duty.

This article was originally published at 7:35 a.m.

--Ends--

Latest (5/4): Shari Redstone, the media heiress whose family controls CBS Corp and Viacom Inc , has offered CBS CEO Leslie Moonves to drop her demands for Viacom CEO Bob Bakish to be his No. 2 following a merger, as long as Bakish sits on the combined company's board, people familiar with the matter said on Friday, May 4th, reports Reuters.

Moonves has agreed to run the combined company for at least two years, as long as CBS Chief Operating Officer Joseph Ianniello will be president and chief operating officer of the combined company, so he can succeed him, sources have previously said.

Redstone, daughter of media mogul Sumner Redstone, has offered not to give Bakish any executive role in the combined company, but still wants him to sit on the board of directors and eventually succeed Moonves, the sources said on Friday.

Moonves does not want Bakish to be part of the combined company at all - either as an executive or board member - because he is seeking as much autonomy as possible in running the combined company, said one of the sources.

As a result of the impasse over Bakish's role, CBS executives have serious doubts that a deal will happen, the source said. CBS and Viacom have also disagreed about the stock exchange ratio that should be used in a merger, although the two sides are making progress on that front, the sources added.

The sources asked not to be identified because the matter is confidential. CBS, Viacom, and National Amusements Inc, the company of Shari Redstone, declined to comment.

Redstone offered her concessions earlier this week in a meeting with Moonves that included Richard Parsons, who recently joined the CBS board and is acting as a conduit between the two sides, the sources said.

There has not been any agreement about the composition of a combined company's board, the sources said.

Ten of the 14 director nominees for consideration at this year's CBS annual meeting are 70 or older. The average age is 72. The average for companies in the S&P 500 Index as a whole is 62. Two of Viacom's directors are 70 or older, according to the company's proxy statement.

Latest (4/11): Shari Redstone is likely to replace CBS chief Les Moonves if no merger deal is reached with Viacom, sources have told CNBC. CBS is expected to make another offer soon, but the new bid is expected to fall short on price, sources say.

If Moonves is removed as CEO of CBS, the exec could collect an eye-opening $184 million from the company, reports Deadline.

Latest (4/10): Viacom in recent days got an expression of interest from a major media and tech company — but it was rebuffed by Viacom, according to a source briefed on the situation, reports the New York Post.

That prospective bidder was particularly interested in Viacom’s Paramount Pictures unit as it floated an interest in the entire company, the source said. Meanwhile, other media companies have expressed an appetite for its TV networks, including Nickelodeon, Comedy Central and BET, according to sources. “If Viacom launched an open sales process, there would absolutely be buyers,” a source closely following the merger talks said.

Viacom’s reluctance to engage with suitors other than CBS has, in turn, convinced many insiders that CBS and Viacom are determined to overcome their differences, the source added.

Media tycoon Sumner Redstone — whose holding company National Amusements Inc. has voting control of both CBS and Viacom despite his only owning about a 10-percent economic interest in the media businesses — doesn’t want to let Viacom go, according to one source. Accordingly, “Sumner has made Viacom Shari’s baby,” the source added, referring to his daughter, Shari Redstone, who is now pulling strings as vice chair of both CBS and Viacom. “I would be very surprised if they sold Viacom.”

Latest (4/9): Viacom is pushing CBS Corp. to raise its takeover bid for the company, asking for a deal that would add nearly $3 billion to the valuation of the company. Viacom has asked CBS to raise its all-stock bid to a level that would value the company at around $14.7 billion. Viacom as expected is also pushing for its current CEO, Bob Bakish to be named president and chief operating officer of the combined company, to be led by CBS’ chairman-CEO Leslie Moonves. News of Viacom’s counteroffer was first reported early Monday (9th April 2018) by Reuters. A source close to the situation confirmed Viacom’s counteroffer despite the fact that both Viacom and CBS have yet to publicly acknowledge the statis of acquisition negotiations. CBS is speculated to reject Viacom's counteroffer.

Additionally, one of CBS Corp.’s biggest shareholders has written to the company’s board saying it should only proceed with a deal for Viacom Inc. if certain terms can be agreed on. The shareholder, who declined to be identified, wants CBS Chief Executive Officer Leslie Moonves and his management team to lead the combined company. If that doesn’t happen CBS should be compensated with a “clear premium” when the final share ratio of a deal is decided, according to the letter obtained by Bloomberg. A merger with Viacom isn’t the “optimal strategic path” for CBS, the shareholder wrote in the letter, dated March 21. It urges the broadcaster’s special committee of independent directors not to pay above current market price in any transaction. “Coming to the rescue of a weakly positioned, poorly executing, over-levered Viacom is not CBS’s burden,” the investor wrote. The shareholder is among the top 10 CBS holders, according to a person familiar with the matter who asked not to be identified as the details aren’t public.

Latest (4/4): Viacom has swiftly rejected CBS’s below-market offer to reunite the US media companies separated over a decade ago, kicking off what is likely to be one of the most hotly contested takeover battles in the traditional broadcasting and film industry. However, Viacom is speculated to make a counterproposal this week, people familiar with the matter have said.

CBS offered 0.52 of its shares for each Viacom class B share, valuing the owner of Nickelodeon, MTV and the Paramount film studio below its $12.8bn market capitalisation, said people briefed about the matter.

Viacom believed the bid failed to recognise the fair value of the company, people close to its senior management said, adding that CBS would have to offer more than 0.62 of its own shares to get a deal done.

The significant gap in valuation, however, is not the only obstacle to getting a deal done.

Les Moonves, chairman and chief executive of CBS, wants the combined company to be run by his lieutenants. According to people briefed on CBS’s proposal, Mr Moonves would remain in charge and Joe Ianniello, CBS’s chief operating officer, would be his second-in-command, leaving Bob Bakish, Viacom’s chief executive officer, out of the picture.

Shari Redstone, who controls both companies through the holding group National Amusements, favours Mr Bakish as the second-most senior figure in a combined company, said people briefed about the matter.

Negotiations between the two sides were likely to stretch for several weeks, said people close to both sides.

Although the Redstone family are keen to get a deal done, believing that a merger would generate significant annual synergies, it remains unclear whether an agreement between the top managers of the two companies an be reached.

A deal would reunite CBS and Viacom 13 years after Ms Redstone’s father, Sumner, split them in an effort to allow Viacom to grow faster.

At the time, Viacom was one of America’s hippest media companies, with many analysts believing that MTV and Comedy Central would experience record revenue growth based of the wide appeal they had on younger television viewers. However, with the advent of digital champions such as Netflix, HBO and Vice, Viacom’s top brands struggled to perform as expected.

CBS, which in the mid-2000s was viewed as the weaker unit of the then combined group, has instead flourished under the leadership of Mr Moonves. CBS’s stock value has more than doubled since the split, while Viacom’s has fallen below its debut as an independent company.

Original post:

Viacom / CBS Merger: Viacom Inc. Board Forms Special Committee to Evaluate Potential Combination with CBS Corporation

Viacom Inc. Board Forms Special Committee to Evaluate Potential Combination with CBS Corporation

Update (2/1): Viacom Inc. (NASDAQ: VIAB, VIA) today announced that its Board of Directors has established a special committee of independent directors to evaluate a potential combination with CBS Corporation. The Committee has retained independent legal counsel and is retaining independent financial advisors in connection with this evaluation.

There can be no assurance that this process will result in a transaction or on what terms any transaction may occur. Neither Viacom nor the Committee intends to comment further until the process is completed.

About Viacom

Viacom is home to premier global media brands that create compelling entertainment content - including television programs, motion pictures, short-form content, apps, games, consumer products, podcasts, live events and social media experiences - for audiences in more than 180 countries. Viacom's media networks, including Nickelodeon, Nick Jr., MTV, BET, Comedy Central, Paramount Network, VH1, TV Land, CMT, Logo, Channel 5 (UK), Telefe (Argentina), Colors (India) and Paramount Channel, reach approximately 4.3 billion cumulative television subscribers worldwide. Paramount Pictures is a major global producer and distributor of filmed entertainment. Paramount Television develops, finances and produces original programming for television and digital platforms.

For more information about Viacom and its businesses, visit www.viacom.com. Viacom may also use social media channels to communicate with its investors and the public about the company, its brands and other matters, and those communications could be deemed to be material information. Investors and others are encouraged to review posts on Viacom’s company blog (blog.viacom.com), Twitter feed (twitter.com/viacom) and Facebook page (facebook.com/viacom).

###

Update (4/3): CBS Corp. will offer less than the current market value of Viacom Inc. in its opening bid for the owner of Nickelodeon and MTV, according to a person with knowledge of the matter, showing how far apart the companies are as they explore recombining.

CBS' proposed all-stock offer — which could come in the next few days — is expected to put a lower valuation on Viacom than its current market capitalization, according to a person familiar with the process but not authorized to discuss it.

In addition, the CBS offer is expected to stipulate that its chairman and chief executive, Leslie Moonves, would run the combined company for at least two years, the knowledgeable person said. Moonves' contract with CBS goes through mid-2021.

Viacom and CBS vice-chairwoman Shari Redstone is pursuing a merger of the two media companies that split more than a decade ago, according to multiple insiders who spoke to TheWrap.

With the Hollywood landscape quickly shifting, Redstone, president of the privately-held National Amusements that controls both media companies, has concluded that a bigger footprint is necessary for the companies to thrive. CBS’ core business is broadcast television along with multiple digital properties, while Viacom holds cable channels like Nickelodeon and Comedy Central along with the Paramount movie studio.

A time frame for any potential merger is unclear, but three individuals with knowledge of the companies said that Redstone is actively moving in that direction, which represented another shift in her back-and-forth mindset on the matter.

Viacom and National Amusements declined to comment, and CBS had no immediate response to a request for comment.

Viacom shares reacted quickly to the news. Shares of the company, which controls MTV, Nickelodeon, Comedy Central and the Paramount movie studio, rose nearly 10% Friday, or $2.95 a share, to $33.76 a share from $30.90. Volume was strong – 12.45 million shares – compared to average volume of 5.07 million.

Shares of CBS rose more modestly, up 1.85%, or $1.07 a share, to $58.83 a share from $57.78. Volume was 6.19 million compared with average volume of 4.01 million.

CBS chairman Les Moonves, who has long resisted talk of recombining the companies, is now open to the possibility, the insiders said. He would be the most likely person to run the merged companies, though Redstone is considering other candidates, according to two insiders.

An individual close to Moonves acknowledged the process to TheWrap: “He’s having active discussions with Shari and the board on a wide variety of issues all the time, including this one. And those discussions continue with regard to looking to merge the two companies.”

One insider told TheWrap that Redstone was looking at other candidates because Moonves was demanding an ownership stake and she thought his demands were too rich. The individual close to Moonves disputed this, saying: “At no time has he asked for an ownership position.”

The move to merge the companies represents another reversal for Redstone, who directly appealed to CBS and Viacom to merge in September 2016, then retreated from this in the following months, presumably because of Moonves’ opposition.

In a letter in September 2016 to both boards from her parent company National Amusements, she touted the potential of “substantial synergies” that a merger would bring. She called on the boards to “respond even more aggressively and effectively” to combat the challenges they both faced.

Redstone later reconsidered after ousting Viacom CEO Philippe Dauman and replacing him with Bob Bakish — whom she installed after successfully wresting control of Viacom in a bruising boardroom and legal battle over succession plans involving her father, Sumner Resdstone.

“We talked about it, and what became apparent to me very quickly was that our assets were severely undervalued, which I had understood, but what I didn’t understand at the time was the significant upside that existed in our businesses once we had a good management team in place and the culture came back,” Redstone said at last May’s re/code conference.

The new merger talk comes amid a new period of consolidation in the entertainment and media industry. In December, Disney announced plans for a $52.4 billion acquisition of the bulk of 21st Century Fox’s movie and TV assets, while telecom giant AT&T is attempting to complete the $85.4 billion acquisition of Time Warner announced more than a year ago.

Meanwhile, the rise of streaming giant Netflix as well as the ambitious moves by tech giants like Amazon and Apple into the entertainment content space have set off a period of strategic change in the sector.

The market cap of Viacom is $12.7 billion, while the market cap of CBS is $23.2 billion.

In February 2016, the then 92-year-old Redstone stepped down as chairman of both Viacom and CBS amid questions about his age and mental competency. Moonves assumed the chairman title at CBS, while Viacom CEO Philippe Dauman was ousted and ultimately replaced by Robert Bakish.

Viacom and CBS had merged into a single company in 1999, which Sumner Redstone split in 2005 in an attempt to maximize shareholder value.

The Redstones control both the CBS and Viacom through their supervoting shares held by National Amusements.

As of December 2016, National Amusements, directly and through subsidiaries, holds approximately 79.8 percent of the Class A (voting) common stock of Viacom Inc., constituting 10 percent of the overall equity of the Company, and holds approximately 79.5 percent of the Class A (voting) common stock and 2.4 percent of the Class B (non‐voting) common stock of CBS Corporation, constituting 9.1 percent of the overall equity of the Company.

Also, from Variety:

Viacom, CBS Shares Rise After Report Suggests New Merger Talks Have Started

Shares of both Viacom Inc. and CBS Corp. rose noticeably Friday after a new report suggested the two companies, both controlled by the Redstone family, could once again be considering the prospect of merging.

A report in The Wrap suggested Shari Redstone, president of the family’s National Amusements movie-theater chain, had recently sparked new discussions within the companies about a possible merger. Her father, Sumner Redstone, had combined CBS and Viacom in 2000, only to pull them apart six years later. National Amusements in September of 2016 formally requested that the boards of both companies consider the possibility of a new merger on an all-stock basis, then stopped the process at the end of that year.

CBS declined to comment. A Viacom spokesman did not immediately respond to a query seeking comment.

The report comes as more media companies are considering tie-ups that would give them a larger footprint in a sector that has been flummoxed by new technology and consumer patterns. Monetizing viewership of content has become more difficult as consumers migrate to new video screens and behaviors that aren’t measured as easily, crimping the flow of advertising support and undermining media companies’ ability to lock in fees from distributors.

To fight back against these trends, a number of prominent media companies have set big acquisitions or outright mergers. Among the recent combinations: Charter Communications and Time Warner Cable and Lionsgate and Starz. Other tie-ups have been proposed but not completed. Discovery Communications is expected to finalize its purchase of Scripps Networks Interactive later this year. AT&T is pursuing legal options to finalize its proposed merger with Time Warner. And Walt Disney has agreed to purchase a substantial chunk of 21st Century Fox, including the 20th Century Fox movie studio, the FX and National Geographic cable networks and a passel of regional sports operations.

The companies that don’t embrace other assets have begun to look considerably smaller.

If a merger is being discussed, it is not on a fast track. A person familiar with the situation suggested no substantive steps in any process were taking place at the current time.

Viacom shares reacted quickly to the news. Shares of the company, which controls MTV, Nickelodeon, Comedy Central and the Paramount movie studio, rose nearly 10% Friday, or $2.95 a share, to $33.76 a share from $30.90. Volume was strong – 12.45 million shares – compared to average volume of 5.07 million.

Shares of CBS rose more modestly, up 1.85%, or $1.07 a share, to $58.83 a share from $57.78. Volume was 6.19 million compared with average volume of 4.01 million.

CBS has fared well in recent months, despite its medium size in the sector. The owner of the CBS broadcast network and the Showtime cable outlet has in recent months focused on maximizing the revenue it draws from its content by scrutinizing the fees it draws from retransmission and overseas syndication. Rather than make big acquisitions, CBS has launched a spate of new digital businesses, including the “CBS All Access” subscription video on demand service and a streaming-video news product, CBSN, that makes new use of content from CBS News. Leslie Moonves, the company’s chairman and CEO, has discussed the launch of a new streaming-video sports-content service and CBS has unveiled interesting plans for “All Access,” like a revival of the classic series, “The Twilight Zone.”

Viacom, meanwhile, has worked to recalibrate itself under a new leader. Bob Bakish took over as CEO of the company in December of 2016 and has since that time reorganized the company and placed new leaders in charge of MTV and set about to transform the company’s Spike cable outlet into a more general-entertainment property called the Paramount Network. A launch is slated in the days ahead. Bakish has also placed more emphasis on events related to some of the company’s big assets, including a new festival launched by Comedy Central.

###

Also, from the LA Times:

Shari Redstone once again eyeing a merger of CBS and Viacom

Shari Redstone wants to recombine CBS Corp. and Viacom Inc. to better fortify the two medium-sized media companies at a time when other entertainment companies are scrambling to bulk up.

There are no merger talks underway, three people familiar with the matter who were not authorized to publicly discuss the situation said Friday. However, Redstone, whose family controls the voting shares of CBS and Viacom, ​​​​​​ increasingly sees a merger as a compelling option for the two companies that have operated separately for 12 years, according to these people.

Redstone, who serves as vice chair of both companies, has expressed her feelings to the leadership and boards of the two entities, according to the sources.

"Shari is determined to get them back together," said one of the sources. "Everything else she could think of went nowhere."

Redstone was not immediately available for comment.

Viacom owns MTV, Comedy Central, BET Nickelodeon and the Paramount Pictures film studio in Hollywood. CBS owns the CBS broadcast network, TV stations, premium channel Showtime and a boutique film studio.

Her rekindled interest in merging the companies, which was reported Friday by the Hollywood trade publication the Wrap, comes as little surprise. Redstone previously said she didn't support the decision by her father, the ailing mogul Sumner Redstone, to divide the family empire in 2006.

"I was never a great proponent of the split of the two companies," she said at a media conference in November 2016.

Earlier that fall, Redstone announced that she wanted the two companies to explore a merger and board-level exploration committees were formed. The stronger CBS began evaluating whether to acquire Viacom, but the talks fell apart in December 2016 over a valuation of Viacom, which has seen its stock fall more than 50% since early 2015.

Redstone also decided that she wanted to give Viacom Chief Executive Bob Bakish — who was appointed at the end of 2016 — a chance to turn around the company.

But much has changed in the last year. Key Viacom cable channels continue to struggle with ratings declines and accelerated cord cutting. Viacom generates its profit from cable TV channels, so the shrinking universe of pay-TV homes makes it more difficult to grow its business.

Compounding matters, Paramount is coming off another rough year, with recent flops such as "Suburbicon,""Mother" and "Downsizing." The studio ranked seventh last year among all distributors in market share in the United States and Canada, according to Box Office Mojo.

Paramount's new chairman and CEO, Jim Gianopulos, who joined last year, has been shaking up the studio's executive ranks in an effort to engineer a turnaround.

Meanwhile, CBS' stock stagnated in 2017 as investors grew less bullish on media.

Other medium-sized companies have become merger bait as traditional media companies see increased scale — and distribution — as a way to compete with the likes of Google, Facebook, Amazaon.com and Netflix.

Telecommunications giant AT&T is trying to buy Time Warner Inc., which owns HBO, CNN, TBS and the Warner Bros. movie and television studio. Last summer, two other cable programmers — Scripps Networks Interactive and Discovery Communications — agreed to their own merger.

Then last month, Rupert Murdoch's 21st Century Fox stunned the industry when it agreed to sell much of the company, including the 20th Century Fox movie and television studio, to the Walt Disney Co. Analysts and investors predicted the blockbuster deal would trigger other consolidations, including a recombination of Viacom and CBS.

People close to the companies quickly cautioned that there was no timetable for a deal, or even if one would happen.

"There have been talks about this — and many other things — at the board level," according to one person close to CBS.

Others have speculated on the prospect of a roll-up of CBS, Viacom and Lionsgate. Lionsgate, in recent years, has been more successful than Viacom's movie division.

Viacom shares closed Friday at $33.76, up $2.95, or nearly 10% on Friday.

CBS stock closed up nearly 2%, or $1.05 to $58.83 a share.

###

Also, from Observer:

CBS and Viacom Reportedly Eyeing Merger

What once was broken may be made whole once again.

TheWrap is reporting that Viacom and CBS vice-chairwoman Shari Redstone is looking to merge the two media companies following their split in 2006.

Amid the Hollywood arms race that has seen AT&T attempt to acquire Time Warner and Disney swallowing up 21st Century Fox, Redstone, who serves as president of National Amusements Inc. and controls both media companies, is looking to scale her own business to keep pace.

CBS earns its keep with broadcast television—the small screen’s most-watched show, The Big Bang Theory, has them set up nicely—and several digital properties. Viacom owns Paramount Pictures, as well as popular cable destinations such as Comedy Central and Nickelodeon.

CBS led all television networks in total viewers last year, according to Nielsen data.

But how serious are these discussions? It depends on who you ask.

According to Reuters, “Viacom Inc and CBS Corp are not in active merger discussions, although controlling shareholder Shari Redstone has had exploratory conversations with CBS directors about recombining the companies.”

CBS declined Observer’s request to comment. Viacom has yet to respond, neither has National Amusements Inc.

No timeline for the potential deal has emerged yet, though TheWrap’s sources say Redstone is pushing for it. She and father Sumner Redstone unsuccessfully attempted to merge the two in 2016.

CBS chairman Les Moonves, who is said to have been against the merger for some time, is reportedly softening on that position. If the merger were to go through, he is thought to be the frontrunner to head both companies.

Here’s how one of TheWrap’s sources explained it: “He’s having active discussions with Shari and the board on a wide variety of issues all the time, including this one. And those discussions continue with regard to looking to merge the two companies.”

“I’m very confident that our unparalleled collection of businesses will continue to grow in their present form, as well as the many new platforms that are making a splash in the new media landscape,” Moonves said of the split back in 2006. The move was originally made to diversify the media conglomerate and regain the confidence of Wall Street investors.

This rumor pops up as other major deals are going down across Hollywood.

The aforementioned sale of Time Warner to AT&T comes with a price tag of $85.4 billion, while Disney’s acquisition of Fox set them back $52.4 billion. Some insiders have also posited that Apple is eyeing Netflix for an estimated $75 billion.

More details to come…

###

Also, from Reuters UK:

Shari Redstone explores adding new CBS directors - WSJ

(Reuters) - Shari Redstone, a controlling shareholder of CBS Corp (CBS.N), has discussed adding new directors to the CBS board as she renews her push to merge the company with Viacom Inc (VIAB.O), The Wall Street Journal reported on Wednesday.

Shari Redstone and Sumner Redstone, her ailing 94-year-old father, together control both CBS and Viacom Inc (VIAB.O) through their privately owned movie theatre company, National Amusements Inc. The Redstones failed in an attempt to merge the two companies in 2016.

Shari Redstone, who is vice chair of the CBS board, has had exploratory conversations with CBS Chief Executive Leslie Moonves and directors about recombining the companies, sources have told Reuters.

While Moonves is receptive to a combination, he has some reservations, sources have told Reuters.

Spokesmen for CBS and Viacom declined to comment.

CBS is looking to replace several of its directors at its annual shareholders meeting in May, and Shari Redstone is gathering names of possible candidates, according to The Wall Street Journal.

Shari Redstone’s push to revisit a CBS merger with Viacom has become more pressing in light of Walt Disney Co’s (DIS.N) planned acquisition of a majority of Twenty-First Century Fox Inc’s (FOXA.O) assets, the sources told Reuters.

A combined CBS, which owns cable networks including Showtime and The Movie Channel as well as the CBS TV Network and CBS TV Studios, and Viacom, whose businesses include Paramount Pictures, Nickelodeon Movies and MTV Films, would have more negotiating leverage with cable and satellite companies.

In addition, Shari Redstone does not want to wait for the verdict on the U.S. Department of Justice’s lawsuit to block AT&T Inc’s (T.N) $85 billion acquisition of Time Warner Inc (TWX.N), which is set to go to trial in March, the sources told Reuters. The Justice Department is suing to block that deal on the grounds that it is anti-competitive.

If that deal were to fall through, it would mean both AT&T and Time Warner Inc may look for other companies to combine with, sources have said.

Viacom’s new CEO, Bob Bakish, has improved relations with distributors, found financing for Paramount Pictures after Chinese investors dropped out and shuffled programming.

Even so, Viacom’s stock is trading around $32 a share, below the $35-$38.80 range it was trading at when it and CBS explored a merger in late 2016.

It is unclear if the valuation and corporate governance issues that caused the deal to fail in 2016 remain.

Some analysts said they believe the selloff in Viacom, along with the consolidation in the media space, should prompt CBS to revisit the deal.

“We think now is as good a time as any to reexamine why we continue to believe this deal is the most logical and appropriate transaction to take place within our media coverage universe,” MoffettNathanson analysts wrote this week.

###

Also, via The Hollywood Reporter:

Shari Redstone Pushing for New Board at CBS (Report)

There are no active talks to merge the companies as of the moment.

If the board of directors at CBS isn't keen on merging the company with Viacom, then some of the directors apparently need to be replaced.

At least that's what Shari Redstone might be advocating, The Wall Street Journal reported on Wednesday.

Redstone and her family control both Viacom and CBS through their large stake in National Amusements, and insiders say she's been getting serious about her desire to see the two media companies combined again, as they were prior to splitting Viacom in two back in 2005.

CBS CEO Les Moonves and some others on the board, though, have been resisting, and CBS investors appear to be siding with them. On Wednesday, for example, Viacom shares jumped 4 percent at the prospect of a new merger-friendly board at CBS, while shares of CBS fell 2 percent.

Rumors that CBS will merge with Viacom pop up often, most recently last week, though by Monday it appeared to Wall Street that there was nothing concrete in the works, which removed a catalyst for Viacom's long-suffering stock to move higher.

On Tuesday, in fact, Rosenblatt Securities analyst Alan Gould lowered his rating on Viacom stock to "sell" based on his opinion that it won't merge with CBS anytime soon, while he reiterated a "buy" recommendation on CBS. The analyst says CBS would make a better partner with Verizon, among others, than it would with Viacom.

While insiders tell The Hollywood Reporter that there are no active talks to merge Viacom and CBS right now, the Journal says that Redstone reached out to Moonves earlier this month to request that he start negotiating as early as this quarter.

Investors on both sides appear to be clamoring for something dramatic to happen, as shares of both Viacom and CBS trade for less than they did a year ago even as the stock market in general has been on a powerful bull run.

Plus, AT&T's pending acquisition of Time Warner and Disney's pending acquisition of most of 21st Century Fox has Wall Street presuming that media companies need to grow bigger, quickly, through acquisition, if they're to remain competitive.

CBS had no comment, and Viacom was not available for comment.

---

Also, from Variety:

Revival of CBS-Viacom Merger Talk Sows Tension Within Redstone Empire, Again

Chatter about Shari Redstone revving up an effort to recombine Viacom and CBS Corp. is sowing tension within both companies.

CBS insiders were aghast at a report in the Wall Street Journal Wednesday citing Redstone’s concern about a lack of long-term strategic planning at the Eye and the level of independence among its board members.

Meanwhile, Viacom executives are once again nervous about the potential for consolidation with CBS to bring wholesale changes to the management of the company, particularly the cable networks division. The sentiment among insiders is that things have only just started to settle down after a year of turmoil in 2016, before Bob Bakish was named permanent CEO in December of that year.

“Here we go again,” said an executive at Viacom’s MTV Networks.

Sources at both companies expressed surprise and frustration that the first stirrings of a re-merger effort are emerging through media reports rather than through the board room. A rep for Redstone declined to comment.


Redstone, who is vice chairman of Viacom and CBS, went public with her desire for the companies to reunite in the fall of 2016 but ultimately backed down after pushback from both boards on questions of price and governance. At that time, Viacom was on the ropes after a months-long legal battle between controlling shareholder Sumner Redstone, Shari Redstone and former Viacom CEO Philippe Dauman.

CBS and Viacom were first brought together by Sumner Redstone in 2000. But six years later, the mogul opted to re-divide the companies into separate entities. At the time, Redstone said he thought it would help both companies realize their true valuation from the market. Shari Redstone is on record as having opposed the split back in 2005.

The $52.4 billion deal unveiled last month by Disney to acquire 21st Century Fox has quickly heightened pressure on smaller media conglomerates like CBS Corp. and Viacom to bulk up or be seen as a takeover target. The Redstones’ tight control of CBS and Viacom has frustrated past efforts for CBS Corp. chairman-CEO Leslie Moonves to engage in merger conversations with prospective partners such as Time Warner, Lionsgate and more recently, Verizon.

It’s understood that Shari Redstone has insisted Viacom be part of any M&A conversations involving CBS. That’s a big hurdle for suitors who might be interested in CBS’ broadcast assets and its vast library of TV shows.

Viacom’s biggest drawback is its reliance on the MTV Networks division as its engine of earnings and profits. Not only are the core Viacom cablers (MTV, Nickelodeon, Comedy Central) facing ratings challenges, as is every other traditional TV outlet, but it’s clear that Viacom will have to shed some of its lower-profile channels in the coming years. How to put a price on those lesser channels today, given their steadily diminishing value, was a big part of the obstacle to re-merger discussions in 2016.

The coolness from top brass at CBS to a deal with Viacom has been palpable. It’s seen as a rescue effort for Viacom, which is still battling tough forecasts of declining affiliate and advertising revenue for its cable networks in the coming years. Viacom is also still in the early stages of a management turnover at Paramount Pictures, which hemorrhaged red ink during the previous three years.

CBS, on the other hand, has ridden the boom in content licensing to a series of record quarters. In March 2016, CBS laid out a five-year strategic plan at a daylong investor presentation in which it cited content licensing, international expansion, retransmission consent revenue, and new streaming platforms including CBS All Access and Showtime as pillars of its growth plan.

The Eye committed at that presentation to deliver 8 million OTT subscribers by 2020; last August, Moonves said CBS All Access and Showtime’s standalone streaming service were more than halfway to that goal. Retrans revenue, a big driver of profits, is projected to hit $2.5 billion annually by 2020.

On the international front, CBS has expanded Showtime’s reach in key foreign markets for the first time during the past two years, and it also swooped in on the fire sale of Australia’s Network Ten in November.

The level of detail that CBS laid out in 2016 and the progress reports delivered since then were cited by multiple CBS sources who were outraged by the reference to a lack of long-term planning in the Journal report, which cited multiple sources familiar with Redstone’s thinking.

The reported drive by Redstone to find replacements for some of CBS’ board members also rankled insiders, given the prominence of independent directors such as former Bank of America chairman Charles Gifford, former senator and Defense Secretary William Cohen, former NAACP president Bruce Gordon, and Harvard Law School dean Martha Minow. CBS typically holds its annual meeting in May. It’s unclear how many directors will be up for re-election at that time.

Sources said there is consternation within CBS over fears that tension between Moonves and Redstone could be destabilizing overall for the company. Sources close to the situation said that as of Wednesday, there have been no formal steps to initiate merger talks between the two boards.

---

Also, from Deadline:

Wall Street Has Mixed Response To Word Of Renewed Viacom-CBS Talks

UPDATED at 2:20 pm: Investor reaction has been mixed this afternoon to renewed speculation that CBS and Viacom are about to recombine.

A Wall Street Journal report this afternoon confirmed a story late last week that the former corporate siblings were again exploring a merger. An hour before the close of trading today, Viacom shares are up 2% to $31.96, given the perceived benefits of tying a cable-bundle-dependent company to the No. 1 broadcaster.

The two companies merged in 1999 in a then-momentous transaction, before parting ways in 2006. They had previously explored coming together again before abandoning plans in 2016. Given the Disney-Fox deal, AT&T’s pending takeover of Time Warner and a host of others, the urgency is growing for next-tier players to gain scale.


Sources said CBS Chief Executive Leslie Moonves had been deeply skeptical in 2016 about the value of the combining the broadcaster, which was thriving, with the struggling Viacom. And Viacom was optimistic about its prospects under the new leadership of Robert Bakish.

But the media landscape has shifted substantially since then.

“It’s ludicrous to thinking CBS and Viacom can be stand-alone companies,” said BTIG’s veteran media analyst Richard Greenfield. “It’s 18 months delayed for no reason other than Les Moonves’ obstinance. That’s what stopped this deal. In a world where Disney and Fox are merging, his obstinance no longer matters.:

What does matter, in the current climate, is scale. Content companies need a stronger balance sheet, in order to pursue sports, or need to amass a more content for an over-the-top service. CBS’s streaming service would be bolstered by Viacom’s wealth of children’s programming through Nickelodeon, Greenfield notes, not to mention Paramount’s film library.

According to the Journal, Shari Redstone is the chief proponent of the idea. She contacted CBS CEO Leslie Moonves, who previously had resisted the notion, to renew discussions about merging the broadcaster with Viacom.

The Redstone family controls CBS and Viacom through their holding company, National Amusements.

###

Also, from Reuters UK:

Exclusive - Viacom, CBS CEOs discuss potential merger: sources

(Reuters) - Viacom Inc Chief Executive Bob Bakish and CBS Corp CEO Leslie Moonves have had an exploratory discussion about merging the two media companies, sources familiar with the situation told Reuters on Thursday.

The discussion is a potential first step toward a recombination of CBS and Viacom. The boards of both companies have regularly scheduled meetings in the next several weeks and are expected to discuss the potential merger, the sources said.

The discussion between Bakish and Moonves, which took place earlier this month, was preliminary and no decisions have been made, but it signals that Moonves, who has had reservations about a potential deal between the companies, could be more open to the idea.

The sources wished to remain anonymous because they are not permitted to speak to the media. Viacom and CBS declined to comment. A spokeswoman for Shari Redstone declined to comment.

CBS and Viacom explored and decided against a merger in 2016, at the urging of its controlling shareholders, ailing 94 year-old media mogul Sumner Redstone and his daughter Shari Redstone. Those merger talks failed due to concerns by CBS’ directors and Moonves over the financial sense for CBS shareholders and governance issues.

Shari Redstone has continued to discuss with executives at both companies her desire to merge the two, which has gained steam since Walt Disney Co announced in December it would acquire a majority of Twenty-First Century Fox Inc’s assets, sources have told Reuters.

A combined company with CBS, which owns cable networks including Showtime as well as the CBS TV Network and CBS TV Studios, and Viacom, whose businesses include Paramount Pictures, Comedy Central, Nickelodeon and MTV, would have more negotiating leverage with cable and satellite companies.

“Scale matters now and is going to continue to matter in the future,” Shari Redstone told an audience at a luncheon at the Paley Center for Media in New York City last fall when asked about a potential CBS merger.

In a world with video streaming service Netflix Inc, which has a market capitalization of $113 billion and is dominating the media landscape, there is more pressure than ever on CBS and Viacom to merge, said Rich Greenfield, an analyst at BTIG.

CBS and Viacom combined would have a market value of more than $37 billion.

“There is an urgent need for scale,” he said. “And both companies are facing challenges that a combination could help address,” Greenfield said. “It is eat or be eaten.”

Bakish is expected to have a senior role at the combined company if the two companies agree to a merger, sources said.

Since he took over Viacom in late 2016, Bakish, 54, has improved relations with distributors, found financing for Paramount Pictures after Chinese investors dropped out and shuffled programming.

Even so, Viacom’s stock has been trading around $33 a share, below the $35 to $38.80 range it was trading at when it and CBS explored a merger in late 2016.

Viacom shares were last up 1.8 percent in afternoon trade. CBS shares were up 0.5 percent.

--Ends--

Also, from Variety:

CBS Corp. and Viacom Inch Closer to Formal Merger Discussions

CBS Corp. and Viacom are inching toward formally exploring a corporate reunion of the two halves of the Redstone media empire.

There is less opposition within CBS Corp. this time around compared to the last attempt by CBS/Viacom vice chairman Shari Redstone to bring the two companies back together in the fall of 2016. The early rumblings are that CBS would acquire Viacom in an all-stock transaction.

There are still big hurdles to clear in terms of valuation for Viacom, given the systemic concerns around its lower-profile U.S. cable networks, but there is also an understanding that the media landscape is changing fast and the potential for the two sides to work together on international growth initiatives provides rationale for a reunion. Viacom’s share price has also tumbled further during the past year, making a deal more attractive on a financial basis for CBS shareholders. As of Thursday, Viacom had a market cap of $13.8 billion, with shares closing at $33.61. CBS is valued at $22.7 billion, with shares closing at $59.27.


Sources close to the situation emphasize that neither side has yet engaged bankers or advisers to hammer out an agreement. But CBS Corp. CEO Leslie Moonves and Viacom CEO Bob Bakish have had at least one discussion about the possibility of merging, according to a Reuters report Thursday.

Media reports earlier this month that Redstone was poised to nudge the two companies into merger discussions raised some hackles at both companies. But after the emotions settled, the positive attributes of a reunified company are said to have become clearer for both camps. It’s understood that Moonves would run the combined operation with Bakish serving as a key corporate lieutenant. In 2016, the merger discussions initiated by National Amusements, the Redstone family holding company, came before Bakish was appointed as permanent CEO and Viacom was still reeling from the public legal battle between the Redstones and former Viacom CEO Philippe Dauman.

CBS and Viacom were first brought together in 2000 by Sumner Redstone, now chairman emeritus of both firms. The two were split up again in January 2006 out of Sumner Redstone’s frustration with a sagging stock price.

Moonves and Bakish have had a cordial relationship over the years. The two came to know each other after Viacom acquired CBS in 2000, when Bakish was running Viacom’s international channels division.

CBS’ management team has had a storied run of maintaining its status as the nation’s most-watched network, building Showtime into a major player, expanding its TV production activity, and diving into the OTT arena with CBS All Access. The expectation is that a recombined CBS and Viacom would have a stronger balance sheet to compete for talent, M&A opportunities, and for the pricey sports rights that have been crucial to CBS’ ability to wring top dollar out of MVPDs in retransmission consent deals.

For CBS, access to Viacom’s Paramount Pictures unit would help CBS’ Showtime pay cable network. The general streamlining of overlapping operations could yield savings of as much as $500 million, according to analyst Michael Nathanson of MoffettNathanson.

The downside for CBS is that the enlarged company would be the antithesis of the strategy that the Eye has touted to investors for years. CBS Corp. and its handful of channels anchored by the mothership broadcast network has been able to command top dollar from MVPDs in retrans and carriage agreements because it has been able to drive hard bargains for two must-have channels: CBS and Showtime. Adding Viacom’s 25 domestic cable channels would change the dynamic of discussions with traditional and upstart MVPDs considerably.

Under Bakish, however, Viacom has taken big steps to channel most of its programming resources into six flagship cable brands — Nickelodeon, MTV, VH1, BET, Comedy Central and Paramount Network (the rebranded Spike TV that debuted last week). Undoubtedly, it is only a matter of time before Viacom begins to shutter some of its lesser channels which are already losing distribution as MVPDs take a harder line in dealmaking and consumers embrace skinnier, cheaper bundles.

A deal between CBS and Viacom would also remove a hurdle to future M&A activity. It’s understood that the Redstones had previously balked at dealmaking opportunities involving CBS Corp. unless Viacom was also in the mix.

Reps for CBS, Viacom, and Shari Redstone declined to comment. The companies will likely have to acknowledge the brewing discussions by the time that both report earnings for the fourth quarter of 2017. Viacom is up first on Feb. 8, followed by CBS on Feb. 15.

--Ends--

Update - From Reuters UK:

CBS board to discuss potential Viacom merger on Thursday: sources

CBS Corp’s board is expected to discuss a merger with Viacom Inc on Thursday, sources told Reuters, a move that could begin a formal process to reunite the companies split by controlling shareholder Sumner Redstone more than a decade ago.

The board will need to decide if the deal is now attractive enough to CBS shareholders to overshadow concerns that scuttled a proposed tie-up pushed by Sumner and his daughter Shari Redstone in 2016.

The CBS board meeting is regularly scheduled and no announcement may come out of it, said the sources, who wished to remain anonymous because they are not permitted to speak to the media.

Viacom and CBS spokespeople declined to comment.

Viacom Chief Executive Bob Bakish and CBS CEO Leslie Moonves talked about the potential merger earlier this month, Reuters reported.

Viacom’s Nickelodeon and MTV networks and Paramount films could help broadcast-focused CBS’ All Access streaming service become more competitive, and the combined company could also better negotiate with cable and satellite distributors.

“They might be better able to develop more robust OTT offerings faster as a combined entity,” said Michael Nathanson, analyst with Moffett Nathanson, referring to “over the top” streaming.

Some could argue Viacom’s international presence is now more important for CBS given the rapid decline in U.S. cable subscriptions, some analysts have noted.

Walt Disney Co’s recent deal to buy Twenty-First Century Fox Inc assets has stoked a fresh push from Shari Redstone to rejoin the companies her father split in 2006.

Bakish has improved distributor relations, found financing for Paramount Pictures after Chinese investors dropped out and shuffled programming since taking over Viacom in late 2016.

But Viacom shares trade around $33, below a $35 to $38.80 range when the merger was last on the table, potentially making a deal more feasible.

CBS and Viacom last explored merging at the urging of ailing media mogul Sumner Redstone, 94, and Shari Redstone, who control both through privately held National Amusements.

Moonves and CBS’ board had concerns over corporate governance and the deal’s financial rationale, and the Redstones called off the effort in December 2016.

For CBS, which owns the CBS network, local broadcasters and Showtime, taking on cable networks could mean a difficult integration and tough negotiations, said Tim Nollen, analyst with Macquarie Research.

Merging for size alone may not make sense in the long term, and CBS could be better off on its own, some analysts cautioned.

Viacom shares were down 0.4 percent in afternoon trade. CBS shares fell 1.8 percent.

--Ends--

Also, from Reuters UK:

CBS, Viacom form special committees to explore merger

CBS Corp and Viacom Inc have formed special committees to explore a merger, the companies said on Thursday, the first step in potentially reuniting the companies split by media mogul Sumner Redstone more than a decade ago.

In separate statements, each company said that there is no assurance that the process will result in a transaction, and they would not comment further until the process is completed.

The companies had previously explored a merger in 2016 at the urging of ailing 94-year-old Sumner Redstone and his daughter Shari, who control CBS and Viacom through privately held National Amusements Inc.

Those talks failed due to concerns by CBS’ directors and Moonves over governance issues and the deal’s financial sense for CBS shareholders.

But Shari Redstone has continued to discuss with executives at both companies her desire to merge the two, which intensified after Walt Disney Co announced in December it would buy a majority of Twenty-First Century Fox Inc’s assets, sources have said.

“National Amusements supports the processes announced by CBS and Viacom to evaluate a combination of the two companies, which we believe has the potential to drive significant, long-term shareholder value,” the company said in a statement.

CBS Chief Executive Leslie Moonves and Viacom CEO Bob Bakish held discussions in January about a potential deal. The boards of both companies decided on Thursday to begin a formal process to explore the deal through special committees.

The deal would pair CBS’s broadcast network, television studios and Showtime cable network with Viacom’s Paramount Pictures, Comedy Central, Nickelodeon and MTV.

That could help CBS’ streaming service compete with Netflix Inc and boost the combined company’s leverage with cable and satellite distributors.

###

Also, from the LA Times:

CBS, Viacom boards form exploratory committees to evaluate a merger

CBS Corp. and Viacom Inc.'s boards each have formed special committees to evaluate whether a merger of the two companies would benefit shareholders.

CBS' decision came Thursday during a board meeting, an important first step in a process that could result in the reunification of CBS and Viacom.

Within a few minutes of CBS' announcing its move, Viacom separately released a statement saying that its board had taken the same step.

Viacom's board has "established a special committee of independent directors to evaluate a potential combination with CBS Corp.," the company said in a statement. "The committee has retained independent legal counsel and is retaining independent financial advisors in connection with this evaluation."

The two companies are controlled by the Sumner Redstone family. Shari Redstone, daughter of the ailing 94-year-old mogul and vice chairperson of both companies, favors the consolidation. Redstone and her family, through its holding company, National Amusements, control nearly 80% of the voting shares of the two companies.

However, the special committees will be composed of independent shareholders who must weigh whether a transaction would benefit all shareholders.

"National Amusements supports the processes announced by CBS and Viacom to evaluate a combination of the two companies, which we believe has the potential to drive significant, long-term shareholder value," the firm said in a statement. "National Amusements does not currently intend to make any further comments regarding the process."

It's unclear who would run the combined company, if the merger comes together. Although CBS Chief Executive Leslie Moonves has a strong track record managing CBS, Redstone might instead favor Bob Bakish, the executive she tapped to be chief executive of Viacom nearly 14 months ago.

CBS and Viacom are both medium-sized companies in a rapidly changing landscape where huge conglomerates, such as AT&T and the Walt Disney Co., are trying to scoop up media companies to better compete against internet giants Google, Apple, Facebook, Netflix and Amazon.com. Viacom owns MTV, VH1, Comedy Central, Nickelodeon and the Paramount Pictures movie studio.

CBS, which owns the CBS television network, TV stations and Showtime, is the stronger of the two companies. Wall Street values CBS at $22.5 billion. Its stock closed up 2.3% to $58.93 on Thursday.

Viacom, which has a market capitalization of $13.6 billion, has been trying to overcome management missteps, including a lack of investment in television programming, an uneven strategy for online distribution and consistently poor-performing movies at Paramount Pictures. Viacom also blundered by buying back its stock at inflated prices.

Viacom shares on Thursday closed down less than 1%, or 21 cents, to $33.21.

The two firms, both based in New York City, were part of the same company until 2006, when Sumner Redstone separated them because he believed that Viacom with its then-powerful portfolio of cable channels would be a growth stock. The more sturdy CBS was expected to pay investors a healthy dividend.

But the television landscape has dramatically shifted since then. CBS has been able to boost its value on the strength of its programming. The company has substantially increased revenue through the fees it charges cable and satellite television distributors who want to include CBS in their pay-TV bundle.

At the same time, Viacom has seen its revenue shrink. As its networks have grappled with lower ratings, Viacom has come under pressure from Charter Communications and other cable providers to reduce its carriage fees.

###

Also, from Variety:

CBS, Viacom Move Toward Merger Talks as Boards Begin to Evaluate Possible Deal

CBS Corp. and Viacom have taken the first steps toward negotiating a merger as both companies have established special board committees to evaluate a possibility of a deal.

CBS said Thursday its board has assembled a committee of independent directors to “evaluate a potential combination with Viacom Inc.” Viacom said it has “retained independent legal counsel and is retaining independent financial advisors in connection with this evaluation.”

The news came after a regularly scheduled CBS board meeting was held Thursday afternoon.

“There can be no assurance that this process will result in a transaction or on what terms any transaction may occur. Neither CBS nor the committee intends to comment further, until the process is completed,” CBS said in a statement. Viacom’s board issued the same statement.


National Amusements, the parent company of CBS and Viacom, endorsed the moves with a statement of its own. National Amusements president Shari Redstone, who is vice chairman of CBS and Viacom, has urged the companies to consider a reunion, given the pressure in the media landscape by M&A among its traditional rivals — Disney’s acquisition of most of 21st Century Fox and AT&T’s effort to buy up Time Warner — and the entry into the content arena by digital and tech behemoths with extremely deep pockets.

“National Amusements supports the processes announced by CBS and Viacom to evaluate a combination of the two companies, which we believe has the potential to drive significant, long-term shareholder value. National Amusements does not currently intend to make any further comments regarding the process,” the company said.

The statements mark the latest sign that the reunion of the two companies is in the offing. There are still big hurdles to clear in terms of valuation of a deal, given the systemic concerns around the diminishing value of Viacom lower-profile U.S. cable networks. But there is also an understanding that the media landscape is changing fast and the potential for the two sides to work together on international growth initiatives provides rationale for a reunion. Viacom’s share price has also tumbled further during the past year, making a deal more attractive on a financial basis for CBS shareholders. As of Thursday, Viacom had a market cap of $13.6 billion, with shares closing at $33.21. CBS is valued at $22.5 billion, with shares closing at $58.93.

There’s speculation that the deal would be structured as an all-stock transaction with CBS acquiring Viacom. Share prices for both companies were up in after-hours trading following the board announcements.

CBS and Viacom were first brought together in 2000 by Sumner Redstone, now chairman emeritus of both firms. The two were split up again in January 2006 out of Sumner Redstone’s frustration with a sagging stock price.

During the past 14 months under CEO Bob Bakish, however, Viacom has taken big steps to channel most of its programming resources into six flagship cable brands — Nickelodeon, MTV, VH1, BET, Comedy Central, and Paramount Network (the rebranded Spike TV that debuted last week). Undoubtedly, it is only a matter of time before Viacom begins to shutter some of its lesser channels which are already losing distribution as MVPDs take a harder line in dealmaking and consumers embrace skinnier, cheaper bundles. CBS Corp. chief Leslie Moonves has been vocal to investors about the importance of CBS focusing on a few must-have channels in MVPD negotiations rather than having to fight for carriage of lesser outlets.

A deal between CBS and Viacom would also remove a hurdle to future M&A activity. It’s understood that the Redstones had previously balked at dealmaking opportunities involving CBS Corp. unless Viacom was also in the mix. CBS is known to have had merger discussions with Verizon in recent months.

###

Also, from the Wall Street Journal:

CBS and Viacom, After 12 Years Apart, Again Explore Deal to Recombine

Shari Redstone, who with her father Sumner Redstone controls both companies, believes they need greater scale to compete

CBS Corp. and Viacom Inc. said Thursday that their boards have formed special committees to evaluate a potential merger, a deal that would reunite the two big pieces of the Redstone family’s media empire.

Shari Redstone, vice chairman of both companies, is pushing for a merger, people close to the discussions say. She, along with her 94 year-old father, Sumner Redstone, controls CBS and Viacom, with a roughly 80% controlling stake in each company through their holding company National Amusements Inc.

This is the second time in less than two years that Ms. Redstone has tried to get CBS and Viacom back together, after they split up in 2006.

Ms. Redstone believes both companies need greater scale to better compete against bigger rivals, people familiar with her thinking say. The new push comes as AT&T Inc. tries to acquire Time Warner Inc. and Walt Disney Co. has a pending deal to purchase the majority of 21st Century Fox ’s entertainment assets.

CBS Chief Executive Leslie Moonves has previously resisted attempts to merge with Viacom and people close to him say he is wary of the combination.

In a statement, National Amusements said it supports the moves by CBS and Viacom to explore the deal, “which we believe has the potential to drive significant, long-term shareholder value.”

CBS and Viacom said in statements they wouldn’t comment further on the matter.

Ms. Redstone took pole position in the family empire in 2016 after a power struggle in which Viacom’s earlier management team was ousted.

Now she faces the challenge of setting up both companies for the future, especially Viacom, owner of more than two dozen cable channels including MTV, Nickelodeon and Comedy Central and the Paramount Pictures studio. Viacom was especially hard hit in recent years as young viewers migrated away from its networks.

Merging with CBS is a tempting solution: It would help shore up Viacom’s balance sheet and combine its channels with a valuable portfolio that includes prime-time CBS programming, sports content such as NFL football and the premium cable channel Showtime.

Ms. Redstone reached out to with Mr. Moonves last month to make the case for restarting merger talks, people familiar with the situation said. Ms. Redstone also began pressing for new blood on CBS’s board, the people said.

CBS isn’t opposed to growing, but it isn’t yet convinced that Viacom’s assets are the best path to scale, a person familiar with Mr. Moonves’s thinking said.

Viacom Chief Executive Robert Bakish, meanwhile, has been attempting a turnaround there. When Mr. Bakish was named chief executive just over a year ago, the company was losing revenue, its debt was teetering on junk status, its channels were losing audience and its Paramount studio had just lost nearly half a billion dollars in a single year.

He has tried to right the ship by improving relations with Viacom’s distribution partners, slimming the company’s strategic focus to six flagship cable channel brands, starting a digital content studio and improving collaboration between divisions.

Under Mr. Bakish, Viacom has maintained its cable channel-carriage agreements but it has been forced in some cases to accept lower fees, hurting the long-term outlook for its distribution revenue.

Analysts think Viacom would have greater leverage to negotiate with distributors if it were part of CBS. MoffettNathanson analyst Michael Nathanson said a deal also could offer “substantial cost synergies.”

Others counter that in this case bigger may not be better. “We do not view ‘scale’ as an all-encompassing positive—especially when ‘scale’ just means slapping two completely different companies together just to get bigger,” said Wells Fargo analyst Marci Ryvicker in a recent note.

Both Viacom and CBS had fallen short of analysts’ initial expectations for profitability in 2017—although Viacom fared much worse than CBS—and the pressure to consolidate has only increased, people close to the situation say.


Ms. Redstone believes Mr. Bakish would make sense as Mr. Moonves’s eventual successor at a merged company, the people familiar with the matter said.

Inside CBS, Chief Operating Officer Joe Ianniello is seen as Mr. Moonves’s successor and has a clause in his contract allowing him to leave at the end of this year if he isn’t named president or if someone else is named president or chief executive, according to a regulatory filing.

Mr. Moonves, who is well-regarded by Wall Street, has a few cards to play against Ms. Redstone if he ultimately isn’t convinced that a merger is the right move. According to his contract, he can leave for “good reason” if a non-executive chairman is appointed, or if the board “ceases to consist of ‘original independent directors’ and ‘qualified replacement directors.’ ”

Ms. Ryvicker said in her report that a departure by Mr. Moonves would weigh on CBS shares.

###

Originally published: Saturday, January 13, 2018.

More Nick:2019 on Nickelodeon | New Shows, Specials, Events, Movies, Episodes, and More!

Additional source: Seeking Alpha.
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Stassi Schroeder on Queen Bees | Nickelodeon Remember When

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Stassi Schroeder on Queen Bees | Nickelodeon Remember When


Before Vanderpump Rules, Stassi Schroeder starred on Nickelodeon's 2008 reality show, Queen Bees! Schroeder was the queen of the Queen Bees 👑

Queen Bees was a reality show that followed seven high-maintenance girls who arrive in Los Angeles, convinced that they are set to compete for a reality TV show to pick the biggest diva. Instead, they learn that their fed-up friends and family have shipped them off for a personality makeover from Dr. Michelle Callahan (The Tyra Banks Show) and Yoanna House (America's Next Top Model). The mean girl who is able to turn it around the most wins $25,000.

The Queen Bees were Stassi Schroeder, Gisbelle Castillo, Michelle Madonna, Shavon Booney, Kiana Jenkins and Camille Lopez, with Gisbelle being named the winner and donating her winning money to Para Los Niños, the charity they visited in the show.

Queen Bees aired for eight episodes over one season July 11 – August 29, 2008 on The N, the predecessor of TeenNick.



Check out Nickelodeon's On This Day and Remember When Facebook pages to find out awesome Nick moments from every era throughout Nickelodeon history!

Watch all your ‘80s, ‘90s, and ‘00s Nickelodeon favorites on NickRewind, your late-night destination for your favorite childhood Nickelodeon cartoons and live-action shows! NickSplat doesn't question football-shaped heads, but embrace them - along with Reptar bars, a Big Ear of Corn, orange soda, and even slime for Pete (and Pete's) sake. Make your slime-covered Nickelodeon childhood dreams come true every night at 11 PM ET/PT on TeenNick USA, and anytime you want on NickSplat on VRV!

Like NickRewind on Facebook, subscribe to the NickRewind YouTube channel and follow NickRewind on Twitter and Instagram for exclusive digital content from all of your throwback favorites like Rugrats, Hey Arnold!, iCarly, Victorious, Kenan & Kel, CatDog, Doug, Rocko’s Modern Life, The Amanda Show, Clarissa Explains It All, The Ren & Stimpy Show, Are You Afraid of the Dark?, and so much more!


More Nick:Nickelodeon Reveals First-Look Footage of All-New 'INVADER ZIM: Enter the Florpus' TV Movie at San Diego Comic-Con 2018!

Additional sources: Google.co.uk, Wikipedia.
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Italy's Rai Gulp and Rai Yoyo Set Premiere Dates Nickelodeon Latin America's 'Club 57' and 'Winx Club' Season 8

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The Italian production company Rainbow Group has announced the Italian premiere dates for Nickelodeon Latin America's (Latinoamérica) brand-new series Club 57 and season eight of Winx Club!


Update (12/4) - To celebrate the upcoming debut of Club 57, Rainbow has digitally premiered the first episode of the all-new series (dubbed in Italian)!

Club 57 ǀ Serie 1 Episodio 1 - Un salto nel tempo [ANTEPRIMA]



In onda su Rai Gulp, dal 15 aprile!

Viaggiare nel tempo è un’avventura impossibile. Per tutti, ma non per Eva.
Grazie alla sua profonda conoscenza delle scienze, dell’astronomia e della tecnologia, Eva aiuta il nonno a realizzare una vera e propria macchina del tempo...con cui finisce per sbaglio nell’anno 1957 insieme a suo fratello Rubén!

Eva farà tutto il possibile per passare inosservata e per ritornare al presente, ma dopo aver incontrato JJ tutto sembra cambiare…

Iscriviti: http://bit.ly/2WGxSUe
Corri sul sito per altri contenuti super cool: https://www.club57.it
Seguici su:
Instagram: https://goo.gl/Dfdfy2
Facebook: https://goo.gl/AnUQQt

Club 57 is a brand-new time-travelling themed series that tells the story of a 14-year-old tech loving girl who accidentally travels back in time. Stuck in the past, she discovers her passion for music, and falls in love. The series is co-produced by Nickelodeon Latinoamérica and Rainbow Group (Winx Club, Regal Academy, 44 Cats, Mia and me, Maggie & Bianca Fashion Friends). The first season of Club 57 will feature 60 one-hour episodes.

Rai Gulp will host the world premiere of Club 57 on Monday 15th April 2019 at 20.35. Following launch, Rai Gulp will continue to air brand-new episodes of Club 57 weekdays at 20.35. Following its Italian launch, the series will roll-out globally, including on Nickelodeon Latin America (Latinoamérica) and Nickelodeon Brazil (Brasil) from Monday 6th May 2019. More information about Club 57 can be found here.



Winx Club returns for a eighth season during its 15th anniversary year! Rai Yoyo will start to premiere and show Winx Club 8 Sundays to Fridays at 20.25 from Monday 15th April 2019.

Winx Club season eight will continue the magical adventures of Bloom, Stella, Flora, Aisha, Musa and Tecna. In the next chapter of the Winx saga, our fairies are more united than ever as they go on an adventure full of friendship, space travel and unexpected encounters with friends and enemies of the past. The fairies will get an incredible new light-based transformation, Cosmix, which will allow them to fight the threats that are endangering the Magic Universe and the stars. In addition to the amazing new transformation, season eight will also see the return of the most popular Winx Clubs, Enchantix, Sirenix and Butterflix. Winx Club season 8 will consist of 26 x 26 minute episodes.

The news follows Netflix announcing plans to adapt Winx Club as a live-action young adult (YA) series.


It's currently unknown whether Nickelodeon will acquire the rights to Winx Club season 8.

From Il Tempo:

Club 57 e Winx Club: doppio colpo in tv per Rainbow

Le due nuove serie sulla Rai a partire dal 15 aprile

Grandi novità in casa Rainbow, la global content company fondata da Iginio Straffi, orgoglio italiano nel mondo, leader in Europa e tra le principali realtà di riferimento a livello internazionale per la creazione di contenuti (sia animati che live action) e per la produzione di prodotti televisivi e cinematografici.

Arrivano in prima tv assoluta il 15 aprile due serie televisive che faranno sognare i ragazzi e anche i più piccoli: CLUB 57, il nuovissimo live action, coprodotto con Nickelodeon e in collaborazione con Rai Ragazzi, la cui prima mondiale sarà trasmessa da Rai Gulp e a seguire in tutto il mondo; e WINX CLUB 8, il nuovo capitolo della saga delle magiche fatine, che andrà in onda in su Rai Yoyo sempre a partire dal 15 aprile, nell’anno delle celebrazioni per il quindicesimo anniversario.

CLUB 57 è una serie televisiva dedicata ai ragazzi di oggi e ambientata fra il presente e i mitici anni ‘50. La serie, di 60 episodi da 45 minuti, è un intreccio romantico e fantascientifico denso di imprevisti, colpi di scena e salti nel tempo che entusiasmeranno il pubblico.

Le tematiche principali di Club 57 sono musica, scienza, amore, famiglia e amicizia. La protagonista Eva, appassionata di scienze, riesce a viaggiare nel tempo e si ritrova nel 1957 insieme a suo fratello Ruben. I due rimangono bloccati nel passato, e condivideranno sogni e passioni insieme ai tanti personaggi della serie sull’esclusivo set di Club 57, lo show televisivo di musica e ballo più in voga dell’epoca. Eva si innamorerà di JJ e da quel momento farà di tutto per rimanere con lui.

Girata tra Miami e la Puglia, Club 57 vanta un cast internazionale: i protagonisti principali sono la venezuelana Evaluna Montaner (Eva) e l’italiano Riccardo Frascari (JJ).

WINX CLUB torna sotto i riflettori con l’ottava serie nell’anno delle celebrazioni per il quindicesimo anniversario delle magiche fatine, che debuttarono su Rai Due nel 2004. Un classico distribuito in oltre 100 paesi nel mondo, che vanta già ben 7 serie tv prodotte con Rai e 2 serie televisive in collaborazione con Netflix, 3 lungometraggi cinematografici e innumerevoli live show e musical internazionali.Le sei protagoniste Bloom, Stella, Flora, Aisha, Musa e Tecna, grazie alla loro magia e ai valori universali che rappresentano l’amicizia, la generosità e l’impegno, hanno accompagnato la crescita di milioni e milioni di bambine, diventando anno dopo anno una realtà di portata mondiale, allo stesso tempo costituita da traguardi tutti italiani.

Nel nuovo capitolo della saga Winx ritroveremo le nostre fatine più unite che mai, in un'avventura piena di amicizia e ricca di viaggi spaziali e incontri inaspettati con amici e nemici del passato. Le fate otterranno una nuova incredibile trasformazione basata sulla luce, Cosmix, che permetterà loro di combattere le minacce che stanno mettendo in pericolo l'Universo Magico e le stelle. Oltre alla sorprendente nuova trasformazione, la Serie 8 vedrà anche il ritorno di quelle più popolari del Winx Club, Enchantix, Sirenix e Butterflix.

PROGRAMMAZIONE CLUB 57 - In onda su Rai Gulp a partire dal 15 aprile, dal lunedì al venerdì alle ore 20.35. La serie è composta da 60 episodi da 45 minuti.

PROGRAMMAZIONE WINX CLUB, SERIE 8 - In onda su Rai Yoyo a partire dal 15 aprile, dalla domenica al venerdì alle ore 20.25. La serie è composta da 26 episodi da 26 minuti.

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Also, from Repubblica Tv:



'Club 57', la nuova serie per raccontare ai ragazzi la musica degli anni 50

È stato girato tra Miami e la Puglia 'Club 57', il nuovo live action di Rainbow che debutterà in prima tv il 15 aprile su RaiGulp e a seguire in tutto il mondo. È una serie tv ispirata al musical e ai mitici anni 50 per raccontare ai ragazzi di oggi l'energia e i valori di quegli anni. Eva, appassionata di scienze, riesce a viaggiare nel tempo e si ritrova nel 1957 insieme a suo fratello Ruben. I due rimarranno bloccati nel passato e condivideranno sogni e passioni insieme a tanti personaggi sull’esclusivo set di Club 57, lo show televisivo di musica e ballo più in voga dell’epoca. Eva si innamorerà di JJ e da quel momento farà di tutto per rimanere con lui: un intreccio romantico e fantascientifico denso di imprevisti e salti nel tempo. Coprodotto con Nickelodeon e in collaborazione con Rai Ragazzi, vanta un cast internazionale, dalla venezuelana Evaluna Montaner (Eva) all’italiano Riccardo Frascari (JJ). Le canzoni della serie, molte delle quali sono in italiano, sono composte dal cantautore Ricardo Montaner

Video: Rainbow

###

Club 57 ǀ Canzone “Club 57” [VIDEOCLIP]



Cantate e ballate sulle note di "Club 57"!

Club 57 ǀ Backstage esclusivo dal set in Puglia!



In onda su Rai Gulp, dal 15 aprile!

Fate un salto nel passato, sbirciate il dietro le quinte delle riprese pugliesi di Club 57 e conoscete meglio i personaggi della serie e membri del cast. Super cool!

Club 57 ǀ Teaser #1



In onda su Rai Gulp, dal 15 aprile!

È possibile innamorarsi di una persona che vive… in un'altra epoca?
Scopritelo insieme a Eva e JJ!

Club 57 ǀ Teaser #2



In onda su Rai Gulp, dal 15 aprile!

Passato o presente?
Preparatevi per un viaggio attraverso il tempo, per scoprire nuove musiche e balletti... super cool!

Club 57 ǀ Teaser #3



In onda su Rai Gulp, dal 15 aprile!

Preparatevi a fare un tuffo nel passato con il nuovo show Club 57.

Club 57 ǀ Canzone “Corro nel tempo da te” [VIDEOCLIP]



In onda su Rai Gulp, dal 15 aprile!
Cantate e ballate sulle note di "Corro nel tempo da te"!

Forse sembrerò confusa
Ma so quello che voglio
Io non resterò delusa
Sai con te non mi sbaglio
Non so proprio come spiegarti
Che da quando ci sei
Ho buttato il mio calendario
Per vederti e ritornar da te
Corro nel tempo da te
Oggi io inseguirò il destino
È la mia sfida contro il tempo
È come un treno che va, io non lo perderò
Sono pronta per questo viaggio
A spasso per l’universo intero
Anche se fuori è tutto nero
Cavalcando un tornado vero
Per vederti e ritornar da te
Forse sembrerò confusa
Ma so quello che voglio
Io non resterò delusa
Sai con te non mi sbaglio
Non so proprio come spiegarti
Che da quando ci sei
Ho buttato il mio calendario
Per vederti e ritornar da te
Corro nel tempo da te
Oggi io inseguirò il destino
È la mia sfida contro il tempo
È come un treno che va, io non lo perderò
Sono pronta per questo viaggio
A spasso per l’universo intero
Anche se fuori è tutto nero
Cavalcando un tornado vero
Per vederti e ritornar da te
Corro nel tempo da te

Club 57 ǀ Teaser #4



In onda su Rai Gulp, dal 15 aprile!

Eva e JJ vivono in epoche diverse... ma hanno molte più cose in comune di quel che pensate.

Club 57 ǀ Il momento più cool dell'episodio 1! [ Clip ]



Ecco il momento più cool dell'episodio 1 di Club 57!

Se amate la musica, la moda anni '50 e le storie d'amore che fanno battere forte il cuore... Non perdete Club 57, su Rai Gulp!

More Nick:Nickelodeon Embarks on New Direction with its Biggest, Most Wide-Ranging Content Slate Ever!

Originally published: Tuesday, April 02, 2019 at 9:42pm GMT.

Additional source: DeepL Translator.
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BowBow’s SECRET Fashion Show 🎀 The JoJo & BowBow Show Show Ep. 3 | Nickelodeon International

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BowBow has been stealing JoJo's socks to win the "Doggy Sock Fashion Show”! With the help of JoJo's favorite bow, can BowBow avoid a fashion no-no? Find out in the third episode of The JoJo & BowBow Show Show in a variety of different languages below (English version available here)!

The JoJo & BowBow Show Show Ep. 3 | La sfilata SEGRETA di BowBow 🎀 | Nickelodeon Italia



BowBow ha rubato I calzini di JoJo per vincere il "Doggy Sock Fashion Show”! Con l’aiuto dei fiocchi di JoJo, riuscirà BowBow ad evitare un disastro? Scoprilo nel nuovo episodio del The JoJo & BowBow Show Show!

More Nick:JoJo's CRAZIEST Flight Ever ✈️ | The JoJo & BowBow Show Show Ep. 2 | Nickelodeon International!

Originally published: Tuesday, April 16, 2019.
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KCA | Best Of SLIME! 💚 | Backstage mit Luana | Nickelodeon Deutschland


Funny Music Mix w/ Pickle from Blaze & the Monster Machines 🎵 | Nick Jr. Music

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Funny Music Mix w/ Pickle from Blaze & the Monster Machines 🎵 | Nick Jr. Music



Pickle is a musician who loves making up songs. Watch as he sings original compositions and creates his own versions of “Row, Row, Row, Your Boat”, “Mary had a Little Lamb”, and “Twinkle, Twinkle, Little Star”. This music compilation will have kids laughing, singing, and dancing along!

More Nick:Nick Jr. Live! "Move To The Music" U.S. Theatrical Tour To Debut Fall 2019!

Kids can watch their favorite Nick Jr. shows weekdays on Nickelodeon and all week long on the Nick Jr. channel: http://nickjr.com/tvschedule/

Preschoolers can watch full episodes online, play games, and discover silly surprises in the free Nick Jr. App and at NickJr.com. Stream Nick Jr. for free in the Nick Jr. App on Roku and Apple TV or download full episodes for offline viewing on iTunes or Google Play.

You can also download premium apps featuring your child's favorite Nick Jr. shows on iTunes, Google Play, and Amazon, including Nick Jr. Draw and Play and Nick Jr. Let’s Learn!

More Nick:Nickelodeon Unveils 'Ryan's Mystery Playdate', Brand-New Preschool Series Starring YouTube Superstar Ryan of Ryan ToysReview | Nick Upfront 2019!
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Why Don’t We, PRETTYMUCH, Justina Valentine & More Take on Challenges! | Fresh Artist | #MusicMonday | Nickelodeon

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Why Don’t We, PRETTYMUCH, Justina Valentine & More Take on Challenges! | #MusicMonday



Nick Cannon challenges Why Don’t We, PRETTYMUCH, Justina Valentine, AJ Mitchell & Public to challenges on Fresh Artists. Which member of Why Don’t We can get a cookie in his mouth without using their hands? PRETTYMUCH takes on a game of musical charades and Justina Valentine & Nick Cannon have a freestyle rap battle. Who do you want to see on Nick Cannon Presents Fresh Artist? Let Nickelodeon know in the comments on YouTube! Catch more awesome moments on TeenNick!

Who is your favorite artist or band? 🎶

More Nick:Nickelodeon USA's April 2019 Premiere Highlights!
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Helga Pataki’s Love Poems to Arnold 📚 Hey Arnold! | NickRewind

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Helga Pataki’s Love Poems to Arnold 📚 Hey Arnold! | NickRewind



Do you love the extensive vocabulary of Helga G. Pataki?! Soothe yourself with the wonderful wordplay of Helga and catch more Hey Arnold! on NickRewind, every night on TeenNick! Oh Arnold!

Watch all your ‘80s, ‘90s, and ‘00s Nickelodeon favorites on NickRewind, your late-night destination for your favorite childhood Nickelodeon cartoons and live-action shows! NickSplat doesn't question football-shaped heads, but embrace them - along with Reptar bars, a Big Ear of Corn, orange soda, and even slime for Pete (and Pete's) sake. Make your slime-covered Nickelodeon childhood dreams come true every night at 11 PM ET/PT on TeenNick USA, and anytime you want on NickSplat on VRV!

Like NickRewind on Facebook, subscribe to the NickRewind YouTube channel and follow NickRewind on Twitter and Instagram for exclusive digital content from all of your throwback favorites like Rugrats, Hey Arnold!, iCarly, Victorious, Kenan & Kel, CatDog, Doug, Rocko’s Modern Life, The Amanda Show, Clarissa Explains It All, The Ren & Stimpy Show, Are You Afraid of the Dark?, and so much more!

More Nick:SDCC 'Rocko’s Modern Life: Static Cling' Sneak Peek | Rocko's Modern Life | Nickelodeon!
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Jace Norman & Cooper Barnes' Funniest BFF Moments 🤜🤛 Henry Danger | Nickelodeon

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Jace Norman & Cooper Barnes' Funniest BFF Moments 🤜🤛 Henry Danger | Nick



Henry Danger’s Jace Norman & Cooper Barnes are co-stars and BFFs. For Cooper’s Birthday, Nick are celebrating with their best behind the scenes moments from the crime fighting duo. Which is your favorite Captain Man & Kid Danger moment? Let me know in the comments below! Catch more Henry Danger on Nickelodeon!

Happy Birthday Cooper! 🎂 Share your birthday wishes in the comments on YouTube!

More Nick:Nickelodeon USA's April 2019 Premiere Highlights!
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Kenan Thompson Wants Amanda Bynes to Make a Cameo on ‘All That’ Reboot

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That’s me! In February, Nickelodeon announced that it would be reviving several throwback television shows, including All That. Actor Kenan Thompson, who got his start on the ‘90s sketch-comedy series, is set to executive produce the reboot — and he wants one very special former cast member to be a part of it.


“I would love [for Amanda Bynes to make a cameo],” Thompson, 40, told Us Weekly whilst celebrating the finale of the Ultimate Comedy Experience — Road to NYC in New York City on Sunday, April 14. “We would all love it, of course, but it would be up to her.”

The Saturday Night Live star admitted that he has not kept in touch with Bynes, 33, over the years, but has has spoken to several All That stars who will likely be part of the revival. He explained, “I’ve been in touch with Josh [Server] and Kel [Mitchell], for sure. And I know that Lori Beth [Denberg] is down. … I’m hearing Katrina [Johnson] … Angelique [Bates] … [and] Alisa [Reyes] is down, so pretty much the original seven. And then everybody else, we would love to just have them come and show their love and pass the torch to this new casting.”


Kenan Thompson as Pierre Escargot on All That

As for what people can expect from the upcoming comedy series, which is set to premiere this summer? “They found seven awesome kids,” the longest-ever serving SNL cast member noted. “Some are going to do impressions, some will do voices, some of them are just going to be their crazy selves.”

All That ran on Nickelodeon from 1994 to 2005 and helped several young stars, including Thompson and Bynes, get their start in comedy. The Hairspray actress made her first appearance on the small-screen hit in November 1996 and her last in May 2002.


Amanda Bynes in The First “Ask Ashley” Ever All That

Bynes was a regular on the show and became known for starring in the “Ask Ashley” sketch, in which she played a seemingly sweet little girl who offered advice from her bedroom. “That’s me,” she would quip before angrily answering questions that were submitted from viewers. Following her success on All That, Nickelodeon gave the She's the Man star her own sketch show, The Amanda Show, which aired from 1999 to 2002.

Watch all your ‘80s, ‘90s, and ‘00s Nickelodeon favorites on NickRewind, your late-night destination for your favorite childhood Nickelodeon cartoons and live-action shows! NickSplat doesn't question football-shaped heads, but embrace them - along with Reptar bars, a Big Ear of Corn, orange soda, and even slime for Pete (and Pete's) sake. Make your slime-covered Nickelodeon childhood dreams come true every night at 11 PM ET/PT on TeenNick USA, and anytime you want on NickSplat on VRV!

Like NickRewind on Facebook, subscribe to the NickRewind YouTube channel and follow NickRewind on Twitter and Instagram for exclusive digital content from all of your throwback favorites like Rugrats, Hey Arnold!, iCarly, Victorious, Kenan & Kel, CatDog, Doug, Rocko’s Modern Life, The Amanda Show, Clarissa Explains It All, The Ren & Stimpy Show, Are You Afraid of the Dark?, and so much more!

More Nick:Nickelodeon is Reviving 'All That' with Kenan Thompson as Executive Producer | Nick Upfront 2019!

Originally published: Tuesday, April 16, 2019 at 12:27am BST.
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Nickelodeon, NickRewind and All That News and Highlights!

Viacom Will Debut 15 Channels Based on Flagship Brands on Pluto TV to Bolster its Upfront Pitch

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Viacom has revealed plans to distribute some of its TV programming on its newly acquired streaming video service Pluto TV, as part of an effort to address ad buyers’ concerns about reaching fewer people through its TV networks, thanks to declining TV viewership, Digiday has learnt.


Viacom will debut up to 15 channels on Pluto TV that will be tied to its linear TV networks, such as one that will air old episodes of MTV’s The Hills and channels from other Viacom-owned networks such as Nickelodeon, Comedy Central and BET, that will similarly feature full episodes from Viacom’s library of past shows. The move is meant to highlight Pluto TV — which Viacom announced in January that it had acquired for $340 million — as the digital centerpiece of the TV conglomerate’s upfront pitch to advertisers this year.

In the fourth quarter of 2018, viewership across Viacom’s cable TV networks dropped by 13 percent year over year when using Nielsen’s C3 rating that counts live and on-demand viewership for the first three days after a show airs, according to Ad Age.

A streaming video service that features channels consisting of online videos stitched together into 24/7 feeds as well as a library of on-demand programming, Pluto TV attracts 15 million unique viewers per month — up from roughly 12 million monthly viewers at the time of the acquisition’s announcement— and half of those viewers are between the ages of 18 and 34 years old, according to John Halley, Executive Vice President (EVP) and Chief Operating Officer (COO) of Viacom Ad Solutions. “Half [of that audience] don’t watch pay TV, so it’s incremental audience,” he said.

Advertisers’ interest in TV-like digital video streamed on TV screens continues to grow as a way to offset traditional TV’s diminished reach and rising ad prices. “Viacom has obviously been struggling with linear ratings for the past few years. They’re very smart to look at their portfolio and see what they can do to offset some of this,” said an agency executive.

Viacom will include Pluto TV within broader ad packages that include linear TV and digital.

The company will also offer Pluto TV for digital-only buys, which can require less of a financial commitment from advertisers and appeal to digital advertisers that may not yet be a part of the TV company’s client base. “Digital doesn’t require a half-million dollar budget to play in these pools,” said Halley.

Viacom is emphasizing that it is the only company able to sell ads across Pluto TV’s platform. While other media companies like NBC and CBS are sometimes able to sell ads against their own content that they distribute on Pluto TV, they are limited to that inventory and, as a result, typically use it as supplementary digital inventory.

Viacom will allow advertisers to target their ads on Pluto TV using the traditional age-and-gender categories deployed for traditional TV buyers. It will also enable advertisers to target their ads to more specific audience segments using advertisers’ own data as well as third-party data to identify those audiences. Advertisers will be able to measure their Pluto TV ads’ performance using Nielsen’s Digital Ad Ratings system, Halley said.

Halley said the average Pluto TV viewer spends two to three hours at a time watching videos on the service, according to Halley, mimicking behavior similar to linear TV.

Being able to offer up that TV-like audience for advertisers to reach through a digital platform that resembles traditional TV is compelling to ad buyers. “Pluto is interesting because it’s OTT but you’ve got that [programming] guide that looks really similar to live linear TV. It’s different than what we have been thinking about as OTT for the past few years,” said the agency exec.

As much Viacom is positioning Pluto TV to appeal to digitally curious TV advertisers, the company is also taking aim at digitally native advertisers that may concentrate their ad spending on Google and Facebook. The addition of Pluto TV’s TV-like inventory to Viacom’s digital packages could help the company to attract more digital advertisers, like direct-to-consumer marketers that are looking to spend more money on TV-like programming but may struggle to meet traditional TV’s higher budgetary requirements.

The courtship of these mid- to long-tail advertisers could help to reinforce the TV network’s business by bringing in new competition to push up its digital ad prices and counter any reduced spending from traditional TV advertisers that may reallocate their ad dollars across a broader set of TV networks, digital platforms and publishers as they bring their TV budgets online.

“OTT is a TV product. OTT is not a kid watching Netflix on the subway on his phone. OTT is people watching full-episode programming, typically in the living room, often with other people,” said Halley.

More Nick:Nickelodeon Embarks on New Direction with its Biggest, Most Wide-Ranging Content Slate Ever | Nick Upfront 2019!
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Genius Brands Provides Financial Forecasts Led by Rainbow Rangers Season Two Pickup from Nickelodeon

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Official Genius Brands International, Inc. Press Release via GlobeNewswire:

Genius Brands International, Inc. Issues Shareholder Letter



Genius Brands International Debuts New Product Lines at retail for RAINBOW RANGERS and LLAMA LLAMA

Genius Brands International (Nasdaq:GNUS) gears up for the U.S. retail launch of its new hit preschool series, RAINBOW RANGERS (left), which currently airs on Nick Jr., and the rollout of new product lines for its popular Netflix Original series, LLAMA LLAMA (right)!

Genius Brands International, Inc.

BEVERLY HILLS, Calif., April 16, 2019 (GLOBE NEWSWIRE) -- Genius Brands International, Inc. “Genius Brands” (NASDAQ: GNUS), the global brand management company that creates and licenses multimedia entertainment content for children, released a letter to shareholders from Chairman & CEO Andy Heyward. The complete letter follows:

GENIUS BRANDS INTERNATIONAL PROVIDES FINANCIAL FORECASTS LED BY RAINBOW RANGERS SEASON TWO PICKUP FROM NICKELODEON

Dear Genius Brands Shareholders, Friends, and Family:

Yesterday morning we held an investor conference call where for the first time in the history of Genius Brands International we provided forecast revenue numbers and financial guidance going forward.

We decided to do so, notwithstanding having done our quarterly 10K conference call only two weeks earlier, because of extraordinary and transformational events in the company, triggered by the season two pickup by Nickelodeon of Rainbow Rangers on the Nick Jr., preschool channel and the significant positive impact to our P&L.

  • For 2019, we expect $9.6 million in gross revenue, given that licensed products will begin to come to market in the second half of the year with many more being introduced in 2020.
  • For 2020, we expect $50 million in gross revenue.
  • For 2021, we expect $247 million in gross revenue.

Netted from royalties to wholesale revenues these become:

  • $6.4 million for 2019
  • $8.1 million for 2020
  • $16.3 million for 2021.

This will represent an annual percentage growth of 546% in 2019, 27% in 2020, and 101% in 2021, as both engines of Rainbow Rangers and Llama Llama hit their stride.

Additionally, though we didn’t reveal forecasts for 2022 and 2023 yesterday, we believe the growth in those years can be even greater, and we will share those numbers as we gain greater visibility later this year.

These numbers were prepared conscientiously, and we consider them conservative. They can be easily exceeded and exceeded substantially.

Hits such as Paw Patrol, also on Nick Jr. have already exceeded 10X this number.

We believe the downside risk is de minimis. Much of our team comes from Hasbro Toys or the Walt Disney Company (including myself), which lives by the adage, ‘under promise and over deliver.”

And while the bulk of these revenues will come from Rainbow Rangers, substantial and growing amounts will come from our other engine of growth, Llama Llama, the hit preschool series, now in the production of its second season on Netflix. We expect additional and growing contributions to come from the Kid Genius Network, continuously gaining viewership and now in over 80 million U.S. TV households across Comcast, Cox, Roku, Amazon Fire, Amazon Prime, and a medley of important OTT platforms.

As a backdrop to the revenue forecasts, I remind our shareholders that Genius Brands has contracted for more than 350 unique Rainbow Rangers licensed products with the first wave available to consumers beginning in Q3, with additional products slated to launch in Q4 and throughout 2020.

All products are being manufactured by top-tier companies, including Mattel for toys via its preschool division Fisher Price, undoubtedly the best preschool brand in the business; Bentex Group for apparel; Macmillan for publishing, and many more.

In my more than 30+ years in children’s programming, I have produced several animated brands yielding hundreds of millions of dollars and even billions of dollars in retail sales, and I have never seen a consumer product licensing program with so many product SKU's contracted in just the first year of an animated series going on air, as with Rainbow Rangers.

When I produced Strawberry Shortcake, for example, we were able to secure a similar number of SKU’s, but Rainbow Rangers has greater distribution with Nickelodeon than Strawberry Shortcake did at this production stage.

Strawberry Shortcake generated more than $6 billion in retail sales over approximately five years. I consider Rainbow Rangers to have this level of potential.

Consider the creative pedigree.

  • Rob Minkoff was the director of Disney’s, The Lion King. He was one of our creators.
  • Shane Morris was the co-writer of Frozen, who along with his talented partner, Tim Mansfield, was the other creator.
  • Ruben Aquino, who designed virtually every Disney animated feature from The Little Mermaid through Frozen, designed all the characters.
  • Elise Allen, multi-Emmy Award-nominated writer, story editor, was co-creator and co-producer.

Rainbow Rangers is the product of a creative DREAM TEAM.

Our Senior Vice President of Worldwide Consumer Products, Lloyd Mintz shared specifics about product roll out on our call yesterday, which I want to share as well with you now.

Lloyd spent his entire career in kid’s consumer product licensing, first at Disney Consumer Products where he managed relationships with master toy partners, such as Mattel Toys, during the time of such blockbuster launches as The Lion King, Aladdin, and Toy Story.

He then joined Hasbro Consumer Products where he oversaw the dramatic growth of that division, which became the fastest growing and most profitable division in Hasbro.

Lloyd provided specific details on product launches for both Llama Llama and Rainbow Rangers.

Today, we have over a dozen licensed partners on Llama Llama, who have about 100 SKUs in development, in production, or on shelves.

During the initial launch of the merchandise program in the back half of last year, we had seen retailers test the brand, and more recently place reorders for this holiday season based on a successful sell-through last year.

Some of our most notable new licensees are Bendon Publishing, who is the market-share leader in the craft and activity book category, and Scholastic Publishing under its Book Fair Division.

Bendon is shipping its first items to retail now, which will continue throughout this year into a wide range of accounts, including craft stores and the value channel.

Scholastic has two SKU’s in development for shipment this coming fall into all school book fairs that take place in tens of thousands of schools across the country.

Our master toy partner will be shipping its production run into retail starting in Q4.

Based on buyer enthusiasm, initial sell-through, and the high awareness levels for Llama Llama, we expect these initial programs will meet with success and expand significantly in 2020.

Lloyd described Rainbow Rangers as what many in the retail and licensing industry see as the next “must-have” girl’s preschool property.

Lloyd explained that Rainbow Rangers emanated from discussions we held with our licensing and retail industry partners like Walmart and Target, and dozens of leading licensed manufacturers across both hard and soft goods.

A show where superhero girls are the centerpiece of the action.

Today, our licensees are the same licensees that Disney has and which Nickelodeon has. They are the industry leaders.

We even have a live stage show coming from Gershwin Entertainment that will tour throughout North America starting next year.

With a second season renewal confirmed and with many licensed products entering the marketplace in time for the upcoming holiday season, speaking from experience, we expect many more licensees who have been eagerly monitoring the show’s progress and waiting for word on the second season to begin coming on board.

We are literally at the beginning of the rapid ascent of Rainbow Rangers.

When we started this process, we pitched Rainbow Rangers as the “girl version” of Paw Patrol, which as most of you know has been the top-rated children’s animated show for the last five years and has become a multi-billion-dollar franchise.

We believe Rainbow Rangers will follow a similar trajectory.

Here are some of the exciting products coming on shelf this year and beyond.

In April & May:

  • Llama Llama Coloring and Activity Sets from Bendon Publishing will be hitting store shelves at craft stores and the value channel.

In June:

  • A Rainbow Rangers Bathing Suit from Bentex will be released via direct to consumer and a major mass market retailer’s online store.

In July:

  • Rainbow Rangers first Bike from Dynacraft will debut via direct to consumer.
  • Llama Llama Best Summer Ever DVD from NCircle Entertainment will be at major mass market retailers.

In August:

  • Rainbow Rangers Vitamins from Integrity Vitamins will be available via direct to consumer.
  • A Rainbow Rangers T-Shirt set from Bentex will be available via direct to consumer and a major mass market retailer’s online store.
  • Four Rainbow Rangers folders and four notebooks from Inkology will become available at specialty retail and online.

In September:

  • Four different Rainbow Rangers storybooks from Macmillan Publishing will be hitting bookshelves both in digital and physical formats.
  • Two Rainbow Rangers Halloween Costumes from Disguise of Rosie Redd and Floof, the unicorn, will be available at approximately a major mass market retailer.
  • Two Rainbow Rangers Halloween Costumes of Rosie Redd and Lavender Laviolette and one Candy Bucket will be at the leading Halloween seasonal pop-up retailer.
  • A Llama Llama Halloween costume will be available via the largest online supplier of Halloween costumes.

In October & November:

  • A whole host of items such as Llama Llama Puzzles, plush toys, Jack-in-the-Box, and even play balls will be launched from Kids Preferred at various retailers including the leading book chains, baby stores, online retail, and specialty retailers.
  • Our Llama Llama master toy licensee, PhatMojo will begin shipping its first items to retailers including major book channels among many others.
  • A Rainbow Rangers apparel two-piece set from Bentex will be available via direct to consumer and a major mass market retailer’s online store.
  • A Llama Llama Animatronic Plush from Cuddle Barn will be back on store shelves including a major DIY home improvement retailer in time for the holidays.

And as exciting as these are, they are just a small portion of the total products already contracted for, and which we are confident will additionally be contracted for as well.

As I said at the beginning, this is the first time in our young company’s life that we have given public guidance and financial forecasts. We are confident these numbers will be met, and we are optimistic they will be exceeded.

Genius Brands we see now at an inflection point and on a fast track to extraordinary growth. We have powerful new properties coming through a robust pipeline of new shows, one of which will be announced in the days leading up to Licensing Expo, which occurs annually in early June, and we see as a 3rd possible blockbuster.

The value that we are creating at Genius Brands is not just in retail, where growth will be highly significant, but in the very heart of our business, a coveted and valuable asset class proven time and time again:

EVERGREEN ANIMATED PROGRAMS FOR CHILDREN

We look forward to continued growth and value creation as we move into this new and exciting phase.

Sincerely,

Andy Heyward
Chairman & CEO
Genius Brands International, Inc.

Forward-Looking Statements:
Certain statements in this notice constitute "forward-looking statements" within the meaning o the federal securities laws. Words such as "may,""might,""will,""should,""believe,""expect,""anticipate,""estimate,""continue,""predict,""forecast,""project,""plan,""intend" or similar expressions, or statements regarding intent, belief, or current expectations, are forward-looking statements. While the Company believes these forward-looking statements are reasonable, undue reliance should not be placed on any such forward-looking statements, which are based on information available to us on the date of this release. These forward-looking statements are based upon current estimates and assumptions and are subject to various risks and uncertainties, including without limitation those set forth in the Company's filings with the Securities and Exchange Commission (the "SEC"), not limited to Risk Factors relating to its patent business contained therein. Thus, actual results could be materially different. The Company expressly disclaims any obligation to update or alter statements whether as a result of new information, future events or otherwise, except as required by law.

A photo accompanying this announcement is available at http://www.globenewswire.com/NewsRoom/AttachmentNg/3087475c-7d41-4ae3-a4c3-9558d9a82fb1

###

Viewers can visit nickjr.com, the Nick Jr. app and the official Rainbow Rangers show website, rainbowrangers.com to find out more about the show and its colorful superheroes and to watch exclusive video clips. Viewers can also follow the official Rainbow Rangers community on Facebook and Instagram for magical updates.

More Nick:Nickelodeon Greenlights Season Two of Genius Brands International’s Hit Preschool Series, Rainbow Rangers, to Debut in Q4 With 52 New Episodes!
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Jamie Lynn Spears to Voice Character on Nickelodeon's New Preschool Series 'Fashion Ally'

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Viacom has revealed the exciting news that Jamie Lynn Spears, the younger sister of global superstar Britney Spears who starred in hit Nickelodeon series All That and Zoey 101, is set to revisit her Nickelodeon roots by voice acting on the network's upcoming animated preschool series, Fashion Ally!


Announced at Nickelodeon Upfront 2018, Fashion Ally (working title) follows Ally, a little girl with big ideas and a passion for fashion. Ally is high up in the fashion world, as makes everything around her a bit brighter, bolder and more brilliant, one design fix at a time. Created by Silvergate Media’s Executive Vice President (EVP) of Creative Content, Paula Rosenthal (Nickelodeon's Sunny Day and Peter Rabbit) and commissioned by Nickelodeon, the series will be set in the heart of New York. Each episode will be 23-minutes long.

Jamie Lynn Spears joined the cast of All That for its eighth season after there was a two year hiatus of the show. Her casting followed her acting debut in the Paramount Pictures film Crossroads, where she played a younger version of her sister, Britney Spears. She starred in her own Nick series called Zoey 101, which aired from 2005 to 2008 before the actor announced she was pregnant at age 16. In 2018, Spears made a guest appearance on Double Dare against fellow All That alum, Josh Server.

More Nick:Nickelodeon is Reviving 'All That' with Kenan Thompson as Executive Producer | Nick Upfront 2019!

Originally published: Tuesday, April 16, 2019 at 12:27am BST.
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On This Day in 1994 | All That Premiered on Nickelodeon

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On This Day in 1994 | All That Premiered on Nickelodeon



On this day 25 years All That premiered on Nickelodeon!

All That Premiered 25 Years Ago! 😃 Funniest Moments (Part 2) | #AllThatTuesday



Kenan Thompson, Kel Mitchell, Amanda Bynes, Danny Tamberelli, and the rest of the All That cast are here with some more of the funniest All That clips from the classic series! From behind the scenes popcorn antics, to Good Burger, to infomercial parodies, to total babes, these clips are the perfect recipe of All That awesomeness! Catch more All That on Nick! Don’t miss all new All That coming this summer! See the following link for more info!: http://po.st/AllThatRevival

What is YOUR favorite All That sketch of all time? 🥇

Subscribe to the official All That YouTube channel!

Check out Nickelodeon's On This Day and Remember When Facebook pages to find out awesome Nick moments from every era throughout Nickelodeon history!

From the Viacom Newsroom:

25 Years Later: How All That Created A Generation of TV Stars


The popular Nickelodeon sketch comedy series celebrates its 25th anniversary this month, just before a reboot of the series kicks off later this year.

Ready yet? Get set. It’s All That. “The show is All of That and yes we do it all time”— or did it all the time, beginning 25 years ago this week.

All That, a comedy series for kids that aired on Nickelodeon in the ‘90s and early 2000s, introduced an entire generation kids to sketch comedy. It was a Saturday Night Live for the pre-teen set, and gave a start to celebrities like Kenan Thompson, who has been a cast member of SNL for 13 years, and Amanda Bynes, who had her own All That spin-off, called The Amanda Show.

The show was a destination for hip hop and R&B performers, with appearances from Aaliyah, Coolio, Brandy, Usher, Run-DMC., Faith Evans, LL Cool J, Mary J. Blige, Missy Elliot, OutKast, P. Diddy, and Blackstreet. Its catchy theme song was even created by the iconic girl group TLC, with a lengthy rap solo by the late Lisa “Left Eye” Lopez.

Best yet? It’s returning to TV later this year thanks to now-Nickelodeon President Brian Robbins, who was co-creator of the original show.

“We think there’s a great opportunity to find the next pool of stars,” Robbins said to Variety in February. “We want to bring the show back in a real fun way. This summer, we are going to bring back a lot of the original cast and the cast through the years, and let them introduce the new cast of ‘All That’ to the world.” He also said that the show would feature some of the old well-known sketches—think Good Burger, The Spice Boys, Earboy, Loud Librarian, Vital Information, Superdude and more—as well as new skits.

Robbins, who has maintained a relationship with Thompson throughout the years, brought the funnyman on as an executive producer on the new series.

“It means everything to me,” Thompson told Variety of the original series. “It was my first job that I ever had. It gave me an opportunity.”

While Thompson isn’t leaving SNL for the gig, he did say he would be as involved as possible considering his busy schedule during the season.

“I think it should be a staple show for Nickelodeon,” he said.

Here’s a look at the other famous faces who got their start on All That, which aired from 1994-2005.

Kenan Thompson


Kenan Thompson got his start on All That at the show’s inception in 1994 and remained on until 1999, with guest roles in the 2000s. He jumped from All That right into a spin-off series with co-star Kel Mitchell, called Kenan & Kel, which aired between 1996-2000. The Nick series also led to the popular 1997 film, Good Burger. Thompson joined the cast of Saturday Night Live in 2003 and is still a cast member, making him the longest-tenured cast member in the show’s history, slightly behind Darrell Hammond, who was on the show for 14 seasons. Thompson is returning as executive producer on the new All That and also has a voice role in the upcoming Paramount Pictures film Wonder Park. It was also announced in February that Thompson will serve as a judge on the comedy competition series Bring The Funny on NBC, which is set to premiere this summer.

Kel Mitchell


“Who loves orange soda? Kel loves orange soda.” Kel Mitchell was Kenan Thompson’s right-hand man on All That—ultimately leading them to get their own series. Thompson reportedly got hired after his SNL audition ahead of the 2003 season, while Mitchell was turned down after his audition. In 2015, Mitchell and Thompson went on The Tonight Show With Jimmy Fallon where they reprised their roles in Good Burger for a sketch that’s since been viewed more than 21 million times on YouTube. Most recently, Mitchell has starred on the Nick series Game Shakers as rap star, Double G.

Amanda Bynes


Amanda Bynes was scouted by Nickelodeon while attending the comedy camp for kids, Los Angeles Laugh Factory, where she was then poached to star on All That for seasons three through six. After a number of popular skits on the show, she was offered her own sketch comedy series, The Amanda Show, which aired from 1999 to 2002. Between the two series, she also was a regular on the Nick game show, Figure It Out. She also starred on the WB sitcom What I Like About You from 2002 to 2006 alongside Jennie Garth. Bynes went on to have a movie career after her time on Nick, including hit films like Big Fat Liar, What A Girl Wants, She’s The Man and Easy A.

Nick Cannon


Nick Cannon, now a popular television host, got his start on All That in 1998. He then appeared on Thompson and Mitchell’s spin-off, Kenan & Kel, before creating the series Wild N’ Out, which he served as host, director and executive producer on from 2005 to 2007 until the show was brought back in 2013. It’s now a success on both linear and YouTube with a channel that has nearly 4.5 million subscribers. Cannon also hosts the TeenNick Top 10 and hosted one season of the new Lip Sync Battle spin-off, Lip Sync Battle Shorties for kids on Nick. One of his biggest hosting gigs is on America’s Got Talent. [Cannon also starred in his own Nickelodeon series, The Nick Cannon Show]

Jamie Lynn Spears


Jamie Lynn Spears joined the cast of All That for its eighth season after there was a two year hiatus of the show. Her casting followed her acting debut in the Paramount Pictures film Crossroads, where she played a younger version of her sister, Britney Spears. She starred in her own Nick series called Zoey 101, which aired from 2005 to 2008 before the actress announced she was pregnant at age 16. In 2018, Spears made a guest appearance on Double Dare against fellow All That alum, Josh Server, and she is set to voice act on the upcoming Nick series, Fashion Ally.

Gabriel Iglesias


Comedian Gabriel Iglesias appeared in the sixth season of All That in 2000. Shortly after, he had his first 30-minute Comedy Central Presents stand-up special in 2003. He went on to compete in the reality comedic competition series, Last Comic Standing, in 2006, but was disqualified for using a Blackberry to communicate with family and friends. In 2011, Comedy Central debuted Gabriel Iglesias Presents Stand Up Revolution, which was a stand-up showcase series that ran for three seasons. In addition to his stand-up specials—notably I’m Not Fat… I’m Fluffy—Iglesias appeared on an episode of Lip Sync Battle in 2016 and on the new Double Dare in 2018.

Neal Brennan


While not a cast member on the series, comedian Neal Brennan was a writer for the show from 1996 to 1997 before moving on as a writer for Kenan & Kel. He later made a name for himself as a co-writer on Comedy Central’s Chappelle’s Show with Dave Chappelle. The pair also wrote the 1998 stoner comedy, Half Baked. Brennan has also written for a number of other comedians and for series like the MTV dating show, Singled Out in 1995, as well as toured doing his own stand-up.

Taran Killam

Taran Killam also served as a writer and made several appearances on All That and later on The Amanda Show as Spaulding on the soap opera parody Moody’s Point. Killam remained a part of the Viacom family by joining Wild N’ Out for 29 episodes right after working as a writer and actor in MTV’s Nick Cannon Presents: Short Circuitz. Ultimately, he followed in Thompson’s footsteps and found a home on Saturday Night Live for six seasons before departing in 2016.


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More Nick:Nickelodeon is Reviving 'All That' with Kenan Thompson as Executive Producer | Nick Upfront 2019!
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Nickelodeon to Ramp Up JoJo Siwa Licensing Efforts as Social Media Superstar Celebrates 16th Birthday

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Learn how Viacom Nickelodeon Consumer Products has helped build a licensing empire for a teen sensation.

Nickelodeon star JoJo Siwa unequivocally ranks among the upper echelon of top young social influencers who have built ironclad brands that are exploding in popularity. The singer, actress, dancer and vlogger has amassed a YouTube following of more than 9 million, becoming an institution in the tween and teen entertainment space.


With such massive global reach and an army of "Siwanatorz" in tow, the licensing opportunities for Siwa are limitless.

As Siwa gears up to celebrate her milestone Sweet 16 birthday in May, she and Nickelodeon have planned a bounty of events, surprises, product launches and licensing partnerships that will further expand Siwa's brand as it evolves and grows right along with her.

"The last few years have been an incredible ride with Nickelodeon," Siwa told License Global. "From my music videos to performances around the world to all the consumer products, I love being able to connect with my fans. This year is so exciting for me because not only is it my 16th birthday, but I am going on my first nationwide tour. It's a dream to be able to travel to more than 50 cities and do what I love. I think it will be like having a really long birthday party across six or seven months!"

Siwa is not merely a passive passenger on this remarkable professional journey she's taking. She works intimately with Nickelodeon on the creative process of product development to ensure an authentic brand extension across all product categories.

"She is so savvy and authentic about how she relates to her fans," says David Chustz, head of creative, Viacom Nickelodeon Consumer Products (VNCP). "She's very consistent in engaging them. And through all of the Nickelodeon and Viacom touchpoints that we brought to the fore in working with her, she's only been able to strengthen and deepen those relationships and expand her fan base."

As Siwa grows and evolves, so too does her style, and VNCP takes care to reflect those changes across all product lines. From continuously updating and redefining style guides to holding daily consultations with Arturo Chavez, Siwa's stylist, Nickelodeon has nurtured this mega brand every step of the way. Choosing flexible partners who can quickly adapt to global trends and apply Siwa's evolving preferences is a key factor in how VNCP selects licensees for the JoJo Siwa brand.

Kay partners include Just Play (toys), Mad Engine (apparel), H.E.R. Accessories (bows), KIDdesigns (electronics), Rubie's and Party City (costumes), Spin Master and Cra-Z-Art (arts and crafts), Crunch Pak (snacks) and Jay Franco (bedding and home).

When developing product, Chustz says he and the team at Nickelodeon approach the process by tapping into Siwa's authentic interests. Because of Siwa's strong anti-bullying message, which is strongly echoed in her hit song "Boomerang," VNCP incorporated that empowering positive message via a product line of icons and badges. And an athleisure line was developed to reflect Siwa's active lifestyle and unyielding passion for dance, which she has maintained since her very young television appearance on the Lifetime series Dance Moms. Because of Siwa's love for sweets and desserts, the creative team adopted a pastel color palette as part of the brand's style guide.

"We see how her fans want to be like her and want to emulate her, which obviously becomes a huge opportunity in the apparel, roleplay and accessories categories," says Chustz. "But we found through Just Play's doll and doll accessory line, which have been tremendously successful, that they want to play her life as well. The relationship between her and her fans lends itself to a number of key licensing categories and has really grown her business and added to its longevity."

There's no denying that Siwa's fans yearn to be like her. More than 50 million of her signature bows have been sold to-date, according to VNCP.

"It is crazy that products with my face on them are sold around the world," says Siwa. "It was always my dream to be like Hannah Montana, and I still pinch myself that this is my life. I think my fans like the products because they are things that I love, have worn or use. It all started with the bows, and I can't believe more than 50 million bows have been sold worldwide. The products are just really cool, and Nickelodeon is creating new products in special-edition styles to tie in to my birthday–you will love it!"

VNCP teamed with Mad Engine for a massive apparel deal that resulted in JoJo's Closet, a line available exclusively at Target. Mad Engine's aim in developing the apparel was to mirror Siwa's style precisely.

"I had the idea that girls could feel like they were borrowing clothes straight from JoJo's closet, and they could wear her exact memorable looks," says Gina Cappi, Senior Vice President (SVP), girls division, Mad Engine. "It's never been done for kids, as it's usually a watered-down version or inspired by an idea. I want girls to literally emulate her style. I have worked closely with the team at Nickelodeon, including her mega-talented costume designer Arturo Chavez. He shares looks with me before the costumes come to life!"

Spin Master, which creates the popular JoJo Bow Maker and JoJo Glitter Nails products, is also a highly collaborative partner that strives to capture the essence of Siwa and works to turn around product quickly.

"The collaboration and creative process has been extremely successful because of our ability to act fast," says Arlene Biran, vice president and global business leader, Spin Master. "We expedite creative discussion and move to execution quickly. The Spin Master design team develops creative and innovative concepts, and Nickelodeon is quick to provide feedback. This allows us to create high-quality product on very tight timelines. The partnership is best-in-class."

Just Play, which makes the JoJo Siwa singing doll, will soon launch JoJo's Wheels, a doll-sized version of Siwa's custom convertible. Later this year, Just Play will introduce her high-top shoes edition, party fashions to celebrate her birthday and a limited-edition JoJo Hairdorables doll.

"It's been an extremely collaborative process to create a line that allows JoJo Siwa fans to express themselves as well as interact with JoJo's latest songs, fashions and accessories," says Geoffrey Greenberg, co-president, Just Play. "Nickelodeon meets with JoJo on a regular basis to review the product range. JoJo understands her brand and fans better than anyone and wants to ensure her merchandising is authentic and a true reflection of her brand and herself. Our partners at Nickelodeon have done a fantastic job of creating more and more ways for fans to engage with JoJo."

For Siwa's DREAM Birthday in May, she will be honored via a Viacom-wide celebration featuring on-air content, on-ground experiences, limited-edition consumer products, retail programs and more. Siwa will embark on her first headline tour–"D.R.E.A.M. The Tour"–which will visit more than 50 cities across the U.S. and Canada beginning May 17. VNCP's global creative group has also developed an exclusive birthday style guide, Sweet Celebrations, that will be applied across special products and retail activations throughout spring/summer as well as a DREAM style guide that will extend the tour theme across multiple categories and channels.

As Siwa turns 16 years old this year and evolves, VNCP has kept its finger on the pulse of this evolution every step of the way.

"There are fans who are growing with her as she is growing up," says Chustz. "We're working with her to manage her brand visually so it's appropriate for her age and allows a sense of maturity and sophistication, but neither she nor us nor her fans are interested in seeing her grow up too fast. So, we're also trying to keep that sense of fun, that sense of loving being a kid, loving being a girl. She loves color, so we are always looking for ways to evolve her palette and her look while keeping it colorful and true to her brand."

JoJo Siwa-branded products are available in more than 30 markets, and the brand has more than 230 partners signed globally. Top performing regions include the U.S., which saw a sales increase of 135 percent year-over-year in 2018, the U.K., Canada and Australia. In 2018, the brand successfully expanded into Mexico, the Middle East and South East Asia regions. VNCP plans to launch consumer products in untapped markets in Latin America and Asia this year.

For the remainder of 2019, the JoJo Siwa licensing program will grow into new product categories and SKUs. In the spring, the health and beauty category will expand with Siwa-branded oral care and with bandages that incorporate Siwa's emoji style with glitter and foil accents. VNCP will also launch products in the confection and ice cream categories.

And those product lines will undoubtedly continue to expand as Siwa continues to build and nurture her gargantuan global fan base.

"My fans–the Siwanatorz–are so important to me," says Siwa. "I connect with them every day through my YouTube channel and by constantly staying in touch on social media. With Nickelodeon, I have been able to travel the U.S. and around the world to see them. I have been to Australia, the U.K. and Mexico, and I feel that my fans–no matter where they live–are the same in many ways. They are strong, powerful, nice... and of course, love their bows!

JoJo’s Nickelodeon special entitled JoJo’s Dream Birthday is set to air on Saturday, May 18, at 8:00 p.m. (ET/PT) on Nickelodeon USA.

More Nick:Pitbull, Bebe Rexha, JoJo Siwa and T-Pain to Perform at Nickelodeon's U.S. SlimeFest Music Festival, June 8-9, 2019!
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Power Rangers Beast Morphers Episode 7 Preview | 'A Friend Indeed' Official First Look

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Power Rangers Beast Morphers Episode 7 Preview | "A Friend Indeed" Official First Look



Power Rangers Beast Morphers Episode 7 "A Friend Indeed" Preview.

Exclusive First Look of Power Rangers Beast Morphers Episode 7. "A Friend Indeed" premieres Saturday at 8AM/ET on Nickelodeon USA!

In the brand-new Power Rangers Beast Morphers episode "A Friend Indeed" (#907), Evox targets the Beast Bots to stop the Rangers from forming their Megazord.

Cast: Rorrie D. Travis (Devon / Red Ranger), Jazz Baduwalia (Ravi / Blue Ranger), Jacqueline Scislowski (Zoey / Yellow Ranger).

About Power Rangers Beast Morphers:

Set in the future, a secret agency combines a newly discovered substance called "Morph-X" with animal DNA to create the Power Rangers Beast Morphers team. The Rangers must fight off an evil sentient computer virus bent on taking over the source of all Ranger power, the Morphin Grid itself.

Cast: Rorrie D. Travis (Devon / Red Ranger), Jazz Baduwalia (Ravi / Blue Ranger), Jacqueline Scislowski (Zoey / Yellow Ranger), Colby Strong (Blaze Ranger), Liana Ramirez (Roxy), Abraham Rodriguez (Nate), Kristina Ho (Betty), Cosme Flores (Ben).

Catch Power Rangers Beast Morphers, the latest season of Power Rangers, Saturdays at 8:00 a.m. (ET/PT) on Nickelodeon USA!

Connect with Power Rangers:powerrangers.com | Facebook | Twitter | Instagram | YouTube

More Nick:Hasbro Announces New 'Power Rangers' Live Tour!
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Nick Jr. UK to Premiere 'Abby Hatcher' on Monday 6th May 2019

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WHEN TROUBLE IS ON THE WAY, ONE LITTLE GIRL WILL SAVE THE DAY IN ABBY HATCHER, NICKELODEON’S BRAND-NEW ANIMATED PRESCHOOL SERIES PREMIERING MAY 2019 ON NICK JR. UK & IRELAND


Share it: @NickJrUK #AbbyHatcher


Nickelodeon’s brand-new animated preschool series, Abby Hatcher (created and produced by Spin Master Entertainment), tells the story of a little girl with a big heart who helps her friends, the amazing and quirky Fuzzly creatures, fix their mishaps, learn from their mistakes and negotiate their emotions. Launching with double episodes on Monday 6th May 2019 at 8:00am on Nick Jr. UK & Ireland, Abby Hatcher (26 episodes) features a social-emotional curriculum highlighting empathy, compassion and problem-solving skills. Following launch, new episodes of Abby Hatcher will continue to air regularly weekdays at 8:00am on the Nick Jr. channel in the UK and Ireland, with same day encores at 7:00pm and weekends at 10:30am.

In Abby Hatcher, Abby is an eternally optimistic, kind-hearted seven-year-old girl who loves to lend a helping hand to others and accepts everyone--no matter how different they are. In Abby’s world, humans coexist with Fuzzlies, incredible creatures that each have their own unique abilities that make them special, and Abby’s parents’ hotel is home to many. Together with her best Fuzzly friend Bozzly, Abby goes on wild adventures to fix Fuzzly mishaps and help them in any way she can. Whenever a problem arises Abby and Bozzly always say, “Fuzzly trouble can’t delay, to the rescue, save the day!”



In the series premiere of Abby Hatcher, “When Abby Met Bozzly/Hair Flair Everywhere,” Abby meets the best friend of her dreams, a fuzzly named Bozzly, for the first time. Then, when the hotel’s salon owner Mrs. Melvin closes the salon for the day, Abby tries to help Harriet, a hair-obsessed Fuzzly, find a new hobby, when all she really wants is to style. In additional new episodes, Mo and Bo are mistaken for a snow monster, and, after taking a tumble, Otis suffers a fear of heights and becomes scared to use his elevator.

Below is a list of currently announced all-new episodes of Abby Hatcher, along with each episodes description, set to premiere on Nick Jr. UK & Eire in May 2019!:

Monday 6th May 2019 at 8:00am - When Abby Met Bozzly: We look back to the very first time Abby met Bozzly.

Monday 6th May 2019 at 8:15am - Hair Flair Everywhere: When Mrs. Melvin leaves for a day trip and closes the salon, Abby tries to help Harriet find a replacement hobby.

Monday 6th May 2019 at 8:15am - Hair Flair Everywhere: When Mrs. Melvin leaves for a day trip and closes the salon, Abby tries to help Harriet find a replacement hobby.

Tuesday 7th May 2019 at 8:00am - Princess Flug's Flower Float: Abby follows a trail of missing roses to a new Fuzzly - the flower-loving Princess Flug.

Tuesday 7th May 2019 at 8:15am - The Fuzzlies Talent Show: Teeny Terry thinks he doesn't have a talent, so Abby helps him find one for the big Hotel Talent Show.

Wednesday 8th May 2019 at 8:00am - Too Tired to Tuba: Chef Jeff's nighttime tuba practice is keeping all the Fuzzlies awake. How can Abby get him to sleep?

Wednesday 8th May 2019 at 8:15am - Princess Flug Day: Princess Flug thinks Melvin's surprise party is for her, and gets very upset when she realizes it's not.

Thursday 9th May 2019 at 8:00am - Hair Flair Fuzzly: Mrs. Melvin's hairbrush goes missing, and Abby tracks it to a brand new Fuzzly who loves to style hair.

Thursday 9th May 2019 at 8:15am - The Fuzzlies in the Attic: When the Fuzzly twins, Mo and Bo, get separated in the hotel, it's up to Abby to get them back together again.

Friday 10th May 2019 at 8:00am - There's Only One Bozzly: When Bozzly gets hurt, Melvin steps in as Abby's sidekick.

Friday 10th May 2019 at 8:15am - Cousin Flugtilda: Princess Flug's Cousin Flugtilda comes to visit.

Monday 13th May 2019 at 8:00am - Chef Curly: Curly really wants to help Chef Jeff make an important dinner for the hotel.

Tuesday 14th May 2019 at 8:00am - Afraid of Cats: Melvin gets a new kitten... but Fuzzlies are afraid of cats!

Wednesday 15th May 2019 at 8:00am - Curly and the Sock Doll: Curly's favourite sock doll is smelling up the hotel, but she really wants to keep it. Is there something Abby can try to clear the air?

Thursday 16th May 2019 at 8:00am - In the Park: Princess Flug feels left out when she's the only one who doesn't want to play outside and get dirty.


Abby Hatcher made its world debut on Nickelodeon in the U.S. on Tuesday, January 1, 2019, and will be rolling out on Nickelodeon’s international channels and branded blocks throughout 2019. The series also airs on TVO and Knowledge in Canada.

Abby Hatcher is the ninth series from Spin Master Entertainment and follows on the success of PAW Patrol. The new series is overseen by executive producers Ronnen Harary and Laura Clunie.

Fans can visit nickjr.tv as well as like the official Nickelodeon Africa Facebook page and follow Nickelodeon on Instagram and Twitter for the latest Nick Jr. news, highlights, information, games and video clips.

About Spin Master

Spin Master (TSX:TOY; www.spinmaster.com) is a leading global children's entertainment company that creates, designs, manufactures, licenses and markets a diversified portfolio of innovative toys, games, products and entertainment properties. Spin Master is best known for award-winning brands including Zoomer®, Bakugan®, Erector® by Meccano®, Hatchimals®, Air Hogs® and PAW Patrol®. Since 2000, Spin Master has received 103 TIA Toy of The Year (TOTY) nominations with 28 wins across a variety of product categories, including 13 TOTY nominations for Innovative Toy of the Year, more than any of its competitors. To date, Spin Master has produced nine television series, including 2007 success Bakugan Battle Brawlers and current hit PAW Patrol, which is broadcast in over 160 countries and territories globally. Spin Master has 28 offices and employs over 1,700 people globally in Canada, United States, Mexico, France, Italy, United Kingdom, Russia, Slovakia, Poland, Germany, Sweden, the Netherlands, China, Hong Kong, Japan, Vietnam and Australia.

Online at nickjr.co.uk and the Nick Jr. Play app, parents and preschoolers can find out more about the show and fuzzy-tastic colouring in activities and watch exclusive video clips, including of the show's official theme song. Fans can also like the official Nick Jr. UK & Ireland Twitter, Facebook and Instagram pages and sign up to the official Nick Jr. Fan Club for the latest Nick Jr. news, highlights, video clips, competitions and more.

More Nick:Nick Jr. UK Launches Nick Jr. Parents!

About Nick Jr.

Where every day’s an adventure, Nick Jr. is a top-performing commercial pre-school entertainment brand in cable and satellite homes. Launched in 1999 as the world's first channel dedicated to pre-school children, Nick Jr.’s programming includes beloved shows PAW Patrol, Shimmer and Shine, Nella the Princess Knight and Peppa Pig. Kids and parents can find lots of video clips, games, exclusive activities and downloads featuring their favourite Nick Jr. friends online at nickjr.co.uk and on the Nick Jr. Play app. Viewers also have the opportunity to catch up with the schedule through Nick Jr. +1. Nick Jr. is available on Sky 615, Virgin 715, through BT Vision and TalkTalk channel 318.

About Nickelodeon

The Nickelodeon Network is a top-performing commercial kids’ TV network in the UK and Ireland with Nickelodeon channels available in over 13 million cable and satellite homes. Having launched in 1993 Nickelodeon UK comprises seven dedicated entertainment channels for kids aged 4-15 and their families, and is a joint venture between Viacom International Media Networks and BSkyB.

Originally published: Monday, April 15, 2019.

H/T: Special thanks to @Josephistedvgcp for the news!; Schedule Source: Digiguide.
Follow NickALive! on Twitter, Tumblr, Reddit, via RSS, on Instagram, and/or Facebook for the latest Nick Jr. UK, Nickelodeon Preschool and Abby Hatcher News and Highlights!
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