Item 8.01 Other Events.
As previously announced, on
On
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed as part of this Current Report on Form 8-K:
Exhibit No. Description of Exhibit 99.1 Joint Press Release of Viacom andCBS , datedNovember 25, 2019 , announcing the expected closing date of the Merger. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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
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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 are, to different degrees, uncertain, such as
statements about the consummation of the pending merger and the anticipated
benefits thereof. These and other forward- looking statements are not guarantees
of future results and are subject to risks, uncertainties and assumptions that
could cause actual results to differ materially from those expressed in any
forward- looking statements, including the failure to consummate the pending
merger or to make any filing or take other action required to consummate such
transaction in a timely matter or at all. Important risk factors that may cause
such a difference include, but are not limited to: (i) the pending merger may
not be completed on anticipated terms and timing, (ii) a condition to closing of
the pending merger may not be satisfied, (iii) the anticipated tax treatment of
the pending merger may not be obtained, (iv) the potential impact of unforeseen
liabilities, future capital expenditures, revenues, costs, expenses, earnings,
synergies, economic performance, indebtedness, financial condition and losses on
the future prospects, business and management strategies for the management,
expansion and growth of the combined business after the consummation of the
pending merger, (v) litigation relating to the pending merger against
These risks, as well as other risks associated with the pending merger, are more fully discussed in the joint consent solicitation statement / prospectus included in the Registration Statement. While the list of factors presented here and the list of factors presented in the Registration Statement are considered
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representative, no such list should be considered to be a complete statement of
all potential risks and uncertainties. Unlisted factors may present significant
additional obstacles to the realization of forward- looking statements.
Consequences of material differences in results as compared with those
anticipated in the forward-looking statements could include, among other things,
business disruption, operational problems, financial loss, legal liability to
third parties and similar risks, any of which could have a material adverse
effect on
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