CBS Corp. is preparing to make an initial merger proposal to Viacom within days, people with knowledge of the matter said, setting the stage for negotiations that could bring the media companies back together 12 years after they were split up.
The proposal, from CBS' independent board committee to its counterpart at Viacom, is likely to include an opening suggestion on valuation as well as leadership plans for the combined entity, said the people, who asked not to be identified as the discussions are private. The timing of the proposal is fluid and details won't be released publicly, they said.
While the two sides hope to announce an agreement before they each report quarterly financial results in May, discussions are ongoing and there's no guarantee a deal will be reached, the people said.
Representatives for CBS and Viacom declined to comment.
Independent board members at Viacom and CBS spent the past two months considering the merits of a merger as Shari Redstone, daughter of controlling shareholder Sumner Redstone, renewed her push for a deal more than a year after the companies last abandoned talks. Consolidation among media companies battling to bulk up to protect against intensifying competition from digital players has added a sense of urgency to the discussions, the people said.
Walt Disney Co., which agreed to acquire Rupert Murdoch's 21st Century Fox's media businesses for $52.4 billion in December, is facing a competing bid from Comcast for the group's U.K. pay-TV company Sky. Telecommunications giant AT&T is fighting the U.S. Justice Department in court to win approval for its $85 billion deal to purchase Time Warner.
CBS, which owns the most-watched TV network in the U.S., is planning to propose that its CEO and chairman, Leslie Moonves, lead the combined company and ask that Redstone leave management decisions to him and his team, one of the people said. The two committees will need to resolve a series of governance issues, including a CEO and second in command, the composition of the board and the level of independence from the controlling shareholder. The Redstones' holding company, National Amusements Inc., holds 80 percent of the voting stock of both entities.
One of the trickiest negotiating points is likely to be price. Shares in CBS are down about 11 percent since the companies said in February they would form special committees to explore a transaction. Viacom's Class B shares have fallen 7 percent over the same period. Viacom's improvement under CEO Bob Bakish means CBS' earnings per share could see a double-digit boost from an acquisition of Viacom at a premium, Bank of America Merrill Lynch analyst Jessica Reif wrote in a Feb. 26 note to clients.
Viacom has a market value of $13 billion, while CBS is valued at $19.7 billion.
CBS and Viacom, which split into separately traded companies in 2006, established similar committees to explore a recombination in September 2016 at the behest of Shari Redstone. The deal was abandoned later that year when the family decided to withdraw their support of the proposed transaction, saying it was "not the right time to merge the companies."
-- Bloomberg News