English Entertainment
Viacom to acquire Channel 5 for ?450 million
MUMBAI: In what has come as big news for many, Viacom International Media Networks is all set to acquire UK based Channel 5 Broadcasting Limited for ?450 million (approximately $757 million). The announcement was made by Viacom and Northern & Shell Media Group through a press statement.
The transaction brings Viacom, one of British television’s biggest brands, and the only commercial public service broadcaster to consistently grow viewership share in recent years.
Under the terms of the agreement, Viacom will acquire all brands and assets of Channel 5 Limited, including: Channel 5, 5*, 5USA, Milkshake! and Demand 5.
The purchase price of the acquisition will be financed by Viacom’s existing cash balances and the transaction is expected to be accretive immediately after closing. The transaction is subject to customary regulatory approvals.
Channel 5’s diverse programming slate is viewed by more than 80 per cent of the UK population each month. The acquisition is set to complement Viacom’s popular pay TV networks, which connect with focused and valuable audiences.
“The acquisition of Channel 5 accelerates Viacom’s strategy in the UK, one of the world’s most important and valuable media markets,” said Viacom president and CEO Philippe Dauman, through a press statement.
“Channel 5’s momentum is indisputable, with impactful programming, increasing popularity and a growing digital platform. Channel 5’s management and employees have done an outstanding job building their brand and we are pleased to welcome them to our team. Viacom’s global resources, technology and expertise will help Channel 5 develop even more compelling programming and provide content to consumers in exciting new ways. In addition, we will introduce our popular content to new UK audiences and create a comprehensive offering for our commercial partners on-air and on-line,” he said.
The deal will dramatically increase Viacom’s investment in content produced in the UK, “which has a widely admired public service broadcasting culture and a globally influential production sector. We look forward to partnering with local producers to introduce more UK-created content to global audiences, and will continue to explore opportunities in the UK, both in the free-to-air and pay television markets,” added Dauman.
Channel 5 chief operating officer Paul Dunthorne further said, “Since Northern & Shell’s acquisition of Channel 5 in 2010, the financial and operating performance of the business has been transformed with improved audiences and content offering. The combination of Channel 5 with Viacom’s global resources, technology and expertise adds further to the momentum of the business and offers numerous exciting opportunities for the channel’s future.”
The acquisition of Channel 5 builds on Viacom’s long and successful track record of investment in the UK. The company launched MTV in the market in 1987, followed by Nickelodeon in 1993 and Comedy Central in 1995, growing to more than 20 branded TV networks currently on air, including BET, VIVA and VH1. Viacom’s continued growth resulted in it being the most successful international supplier of pay TV channels to the UK market in 2013.
English Entertainment
Warner Bros. Discovery shareholders approve Paramount deal
Investors wave through a $111 billion megamerger but deliver a stinging, if toothless, rebuke over half-a-billion-dollar goodbye packages
NEW YORK: The shareholders said yes to the deal. They said no to the cheque. At a virtual special meeting on Thursday that lasted barely ten minutes, Warner Bros. Discovery investors voted overwhelmingly to approve Paramount Skydance’s $111 billion acquisition of the company — and then turned around and voted against the lavish exit pay packages lined up for chief executive David Zaslav and his fellow outgoing executives.
Not that it will make much difference. The compensation vote is purely advisory and non-binding. The Warner Bros. Discovery board can, and almost certainly will, pay out as planned.
But the symbolism stings. It is the second consecutive year that WBD shareholders have voted against the executive compensation packages, and this time they had good reason. Zaslav’s exit deal is, by any measure, extraordinary. Under the terms filed with the Securities and Exchange Commission, he is set to receive $34.2 million in cash severance, $517.2 million in equity in the combined company, and $44,195 in continued health coverage — a total of at least $550 million. On top of that, Warner Bros. Discovery has agreed to reimburse Zaslav up to $335 million for taxes assessed by the Internal Revenue Service on his accelerated stock vesting, though the company says that figure will decline depending on when the deal closes. As of March 11, Zaslav also held $115.85 million in vested WBD stock awards — and last month sold a further $114 million worth of WBD shares.
Shareholder advisory firm ISS recommended voting against the compensation measure, citing “problematic” tax reimbursements to Zaslav and the full vesting of his stock awards.
Zaslav will be bound by a two-year non-competition covenant and a two-year non-solicitation of customers and employees after the deal closes.
His lieutenants are not walking away empty-handed either. J.B. Perrette, chief executive and president of global streaming and games, is in line for $142 million, comprising $18.2 million in cash severance and $123.9 million in equity. Bruce Campbell, chief revenue and strategy officer, will receive an estimated $121.5 million, including $18.8 million in severance and $102.7 million in equity. Chief financial officer Gunnar Wiedenfels is set for $120 million, made up of $6.6 million in cash severance and $113.1 million in equity. Gerhard Zeiler, president of international, will get $82.6 million, including $11.9 million in severance and $70.7 million in equity.
The deal itself, clinched in February after Netflix declined to raise its bid for Warner Bros., still needs regulatory clearance from the Justice Department and European authorities. Several state attorneys general are also weighing legal action to block it.
Senator Elizabeth Warren, Democrat of Massachusetts, was unsparing. “The Paramount-Warner Bros. merger isn’t a done deal,” she said after the shareholder vote. “State attorneys general across the country are stepping up to stop this antitrust disaster. We need to keep up this fight.”
If it does go through, the combined entity would be a formidable beast, bringing together Paramount Skydance’s stable — CBS, CBS News, Paramount Pictures, Paramount+, BET, MTV and Nickelodeon — with WBD’s portfolio of HBO, Max, Warner Bros. film and TV studios, DC, CNN, TBS, TNT, HGTV and Discovery+. Paramount has said it expects $6 billion in cost savings from the merger, which is Wall Street shorthand for mass layoffs on a significant scale.
The ten-minute meeting was presided over by chairman Samuel Di Piazza Jr., with Zaslav, Campbell, Wiedenfels and chief communications officer Robert Gibbs in virtual attendance. Di Piazza was bullish. “We appreciate the support and confidence our stockholders have placed in us to unlock the full value of our world-class entertainment portfolio,” he said. “With Paramount, we look forward to creating an exceptional combined company that will expand consumer choice and benefit the global creative talent community.”
Zaslav echoed the sentiment. “Over the past four years, our teams have transformed Warner Bros. Discovery and returned the company to industry leadership,” he said. “Today’s stockholder approval is another key milestone toward completing this historic transaction that will deliver exceptional value to our stockholders.”
Paramount Skydance struck a similar note. “Shareholder approval marks another important milestone towards completing our acquisition of Warner Bros. Discovery,” it said in a statement, adding that it looked forward to “closing the transaction in the coming months.”
The shareholders have spoken on the merger. On the pay, they were ignored before the vote was even counted.
