Not one, not two but three.
Viacom (VIAB) , the beleaguered-but-evolving owner of Paramount Pictures and 26 pay-TV networks, said Friday that a special committee of its board of directors has hired Morgan Stanley, Allen & Co. and LionTree LLC to advise it on a proposed merger with CBS (CBS) . The Wall Street Journal a week ago first reported that Viacom had retained Morgan Stanley.
For its part, CBS has hired Lazard for banking services and Morton Pierce of White & Case to handle its legal chores. Debevoise & Plimpton will serve as independent legal adviser to Viacom's special committee.
Viacom formed the special committee last month after National Amusements, which controls both companies, asked that the two media conglomerates consider a merger.
Sumner Redstone, who is 93 and ailing, split the two companies in 2006. His daughter, Shari Redstone, president of National Amusements, is pushing to recombine CBS and Viacom, the cornerstones of the family's $40 billion media empire.
Executing a merger, however, will require putting together a deal that must satisfy a variety of interests. Among those will be the special committees of both companies, which have a fiduciary responsibility to protect the interests of all shareholders. Viacom's special committee comprises six independent Viacom board members, five of whom were added to the board by Shari Redstone as part of a far-reaching legal settlement that led to the ouster of longtime CEO Philippe Dauman. Thomas May and Nicole Seligman are co-chairs and are joined by Kenneth Lerer, Judith McHale, Ronald Nelson and Charles Phillips.
