ViacomCBS to sell Simon & Schuster to Penguin Random House for $ 2.175 billion



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ViacomCBS Inc.

(NASDAQ: VIAC, VIACA) announced today that it has entered into a definitive agreement to sell the Simon & Schuster (“Simon & Schuster”) publishing business to Penguin Random House LLC (“Penguin Random House”), a wholly owned subsidiary of Bertelsmann. Dry.

KGaA, for $ 2.

175 billion in cash.

This divestiture follows a strategic review of non-core assets that ViacomCBS conducted in early 2020.

Proceeds from the transaction will be used to invest in ViacomCBS ‘strategic growth priorities, including streaming, as well as to finance the dividend and pay off debt.

This transaction is the result of a highly competitive auction that attracted the interest of buyers from around the world, reflecting Simon & Schuster’s position as one of the best-known publishing brands in the world.

Simon & Schuster has more than 30 editorial units for adults, children, audio and international.

His portfolio of best-selling authors includes Stephen King, Doris Kearns Goodwin and Jason Reynolds, and he owns a rich list of timeless favorites such as Catch-22 and The 7 Habits of Highly Effective People.

The transaction is expected to close in 2021, subject to customary closing conditions, including regulatory approvals.

Following closure, Simon & Schuster will continue to be managed as an independent publishing unit under the umbrella of Penguin Random House, and Jonathan Karp, President and CEO of Simon & Schuster, and Dennis Eulau, Chief Operating Officer and Chief Financial Officer, will continue to lead the editorial.

LionTree Advisors is acting as sole financial advisor and Shearman & Sterling LLP is acting as legal advisor to ViacomCBS in this transaction.

Forward Looking Statement Cautionary Statement This communication contains forward-looking and historical statements.

All statements other than statements of historical fact are, or may be considered, forward-looking statements within the meaning of section 27A of the Securities Act of 1933, as amended, and section 21E of the Stock Exchange Act of 1934, as amended. .

Similarly, statements that describe our objectives, plans, or goals are or may be forward-looking statements.

These forward-looking statements reflect our current expectations regarding future results and events; can generally be identified by using statements that include phrases such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “foresee”, “likely”, “will”, “may” “Could ”,“ Estimate ”or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and that may cause our actual results, performance or achievements to differ from the future results, performance or achievements expressed or implied in these statements.

These risks, uncertainties and other factors include, but are not limited to: the impact of the COVID-19 pandemic (and other health emergencies or generalized pandemics) and the actions taken in response to it; technological developments, alternative content offerings and their effects on our markets and on consumer behavior; the impact on our advertising revenue of changes in consumer content audience, gaps in audience measurement, and ad market conditions; the public acceptance of our brands, programming, movies, published content and other entertainment content on the various platforms on which they are distributed; higher costs for programming, movies and other rights; the loss of key talent; competition for content, audiences, advertising and distribution in consolidating industries; the possibility of loss of transportation or other reduction or the impact of negotiations for the distribution of our content; the risks and costs associated with the integration of CBS Corporation and Viacom Inc.

business and investment in new businesses, products, services and technologies; evolution of cybersecurity and similar risks; the failure, destruction or violation of satellites or critical facilities; content theft; national and global political, economic and / or regulatory factors that affect our business in general; volatility in the capital markets or a downgrade in our debt ratings; strikes and other union activities; fluctuations in our results due to the timing, mix, quantity and availability of our films and other programming; losses due to impairment charges for goodwill, intangible assets, licenses and FCC scheduling; liabilities related to discontinued operations and previous businesses; possible conflicts of interest arising from our ownership structure with a majority shareholder; and other factors described in our press releases and filings with the Securities and Exchange Commission, including but not limited to our most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K .

There may be additional risks, uncertainties and factors that we currently do not consider important or that are not necessarily known.

The forward-looking statements included in this communication are made only as of the date of this communication, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

About ViacomCBS ViacomCBS (NASDAQ: VIAC; VIACA) is a leading global media and entertainment company that creates premium content and experiences for audiences around the world.

Powered by iconic consumer brands, its portfolio includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, CBS All Access, Pluto TV, and Simon & Schuster, among others.

The company offers most of the U.

S.

television audience and has one of the largest and most extensive libraries of television titles and films in the industry.

In addition to offering innovative streaming services and digital video products, ViacomCBS provides powerful capabilities in production, distribution and advertising solutions for partners on five continents.

For more information on ViacomCBS, visit www.

viacomcbs.

com and follow @ViacomCBS on social platforms.

About Simon & Schuster Simon & Schuster, a ViacomCBS company, is a world leader in general-interest publishing, dedicated to offering the best in fiction and nonfiction for readers of all ages, and in all print, digital and news formats. Audio.

Its distinguished list of authors includes many of the world’s most popular and recognized writers, and winners of the most prestigious literary awards and honors.

It is home to numerous well-known publishers and divisions such as Simon & Schuster, Scribner, Atria Books, Gallery Books, Pocket Books, Adams Media, Simon & Schuster Children’s Publishing, and Simon & Schuster Audio and international companies in Australia, Canada, India. and the United Kingdom, and proudly brings the works of its authors to readers in more than 200 countries and territories.

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