CBS to List Shares of ViacomCBS on Nasdaq Following Merger

Nov 22 2019

NEW YORK - Nov. 22, 2019 - CBS Corporation (NYSE: CBS.A and CBS) ( CBS ) today announced that it has notified the New York Stock Exchange ( NYSE ) that, following the effective time of the merger of Viacom Inc. ( Viacom ) with and into CBS (the merger ), with CBS continuing as the surviving company, CBS will delist its Class A and Class B common stock from the NYSE and will list the Class A and Class B common stock of the combined company, which at the effective time of the merger will be renamed ViacomCBS Inc. ( ViacomCBS ), including the outstanding shares of CBS Class A and Class B common stock (which will remain outstanding shares of ViacomCBS), on the Nasdaq Global Select Market ( Nasdaq ). Trading of the Class A and Class B common stock of ViacomCBS on Nasdaq under the new ticker symbols VIACA and VIAC, respectively, is expected to commence on the trading day following the effective time of the merger. Until the merger and subsequent transfer of listing to Nasdaq are complete, the CBS Class A and Class B common stock will continue to trade on the NYSE under the ticker symbols CBS.A and CBS, respectively. The completion of the merger remains subject to customary closing conditions and is expected to close by early December.

About CBS

CBS Corporation (NYSE: CBS.A and CBS) is a mass media company that creates and distributes industry-leading content across a variety of platforms to audiences around the world. The Company has businesses with origins that date back to the dawn of the broadcasting age as well as new ventures that operate on the leading edge of media. CBS owns the most-watched television network in the U.S. and one of the world's largest libraries of entertainment content, making its brand - the Eye - one of the most-recognized in business. The Company's operations span virtually every field of media and entertainment, including cable, publishing, local TV, film and interactive. CBS' businesses include CBS Television Network, The CW (a joint venture between CBS Corporation and Warner Bros. Entertainment), Network 10 Australia, CBS Television Studios, CBS Global Distribution Group, CBS Consumer Products, CBS Home Entertainment, CBS Interactive, CBS All Access, the Company's direct-to-consumer digital streaming subscription service, CBS Sports Network, CBS Films, Showtime Networks, Pop, Smithsonian Networks, Simon & Schuster, CBS Television Stations and CBS Experiences. For more information, go to http://www.cbscorporation.com.

Important Information About the Pending Merger Between CBS and Viacom and Where to Find It

In connection with the pending merger between CBS Corporation ( CBS ) and Viacom Inc. ( Viacom ), CBS has filed with the Securities and Exchange Commission (the SEC ) a Registration Statement on Form S-4 (No. 333-234238) (the Registration Statement ) that includes a joint consent solicitation statement of CBS and Viacom and that also constitutes a prospectus of CBS (the joint consent solicitation statement / prospectus ). The Registration Statement was declared effective by the SEC on October 25, 2019. Viacom and CBS commenced mailing the definitive joint consent solicitation statement / prospectus to Viacom stockholders and CBS stockholders on or about October 28, 2019. This communication is not a substitute for the joint consent solicitation statement / prospectus or Registration Statement or any other document which CBS or Viacom may file with the SEC. INVESTORS AND SECURITY HOLDERS OF CBS AND VIACOM ARE URGED TO READ THE REGISTRATION STATEMENT, WHICH INCLUDES THE JOINT CONSENT SOLICITATION STATEMENT / PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PENDING MERGER AND RELATED MATTERS. Investors and security holders may obtain free copies of the Registration Statement, which includes the joint consent solicitation statement / prospectus, and other documents filed with the SEC by CBS and Viacom through the website maintained by the SEC at www.sec.gov or by contacting the investor relations department of CBS ( 1-212-975-4321 or 1-877-227-0787; investorrelations@CBS.com) or Viacom ( 1-212-846-6700 or 1-800-516-4399; investor.relations@Viacom.com).

No Offer or Solicitation

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Notes on Forward-Looking Statements

This communication contains forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as expect, anticipate, intend, plan, believe, seek, see, will, would, may, target, similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that

LINK:	https://www.cbscorporation.com/cbs-to-list-shares-of-viacomcbs-on-nasd...
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