NEW YORK, Oct. 14 /PRNewswire-FirstCall/ -- Viacom Inc. (NYSE:VIANYSE:and VIA.B) today announced that National Amusements, Inc. (NAI) intends to offer in an underwritten public offering a number of shares of Viacom's Class B common stock intended to result in offering proceeds to NAI of approximately $600 million, assuming full exercise of the 30-day over-allotment options NAI has granted the underwriters. Viacom will not sell any shares in the offering and will not receive any of the proceeds from NAI's sale of shares of Class B common stock in the offering. NAI will pay all expenses associated with the offering and has agreed to indemnify Viacom under certain circumstances should they occur in connection with the offering. NAI, which is controlled by Sumner Redstone, owns, through its wholly-owned subsidiary, NAIRI, Inc., approximately 46.8 million shares of Viacom voting Class A common stock, or approximately 81.6% of the outstanding shares of Class A common stock, and approximately 16.3 million shares of Viacom non-voting Class B common stock, or approximately 3.0% of the outstanding shares of Class B common stock. The shares of Viacom's Class B common stock proposed to be sold include all of the shares of Class B common stock that NAI currently owns, and additional shares of Viacom's Class B common stock to be received upon the conversion of shares of Class A common stock into Class B common stock. Under Viacom's certificate of incorporation, the company's Class A common stock is convertible into Class B common stock on a one for one basis. Following the offering, NAI will continue to have voting control of Viacom. Citi will act as sole-bookrunner and joint-lead manager for the offering, and J.P. Morgan will act as joint-lead manager for the offering. Viacom has filed a registration statement (including a prospectus) with the Securities and Exchange Commission (the "SEC") for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and any other documents Viacom has filed with the SEC for more information about Viacom and the offering. You may get these documents for free by visiting EDGAR on the SEC Web site at http://www.sec.gov/. A copy of the prospectus for the offering can also be obtained from Citi at Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, New York 11220 (1-800-831-9146); J.P. Morgan, Attention: Prospectus Department, 4 Chase Metrotech Center, CS Level, Brooklyn, NY 11245 or by calling (718) 242-8002. This information does not purport to be a complete description of these securities or the offering. Please refer to the prospectus for a complete description. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Cautionary Statement Concerning Forward-looking Statements This news release contains both historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements. Forward-looking statements reflect the Company's current expectations concerning future results, objectives, plans and goals, and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause actual results, performance or achievements to differ. These risks, uncertainties and other factors include, among others: the worsening of current economic conditions generally, and in advertising and retail markets in particular; the public acceptance of the Company's programs, motion pictures and games on the various platforms on which they are distributed; competition for audiences and distribution; technological developments and their effect in the Company's markets and on consumer behavior; fluctuations in the Company's results due to the timing, mix and availability of the Company's motion pictures and games; changes in the Federal communications laws and regulations; the impact of piracy; other domestic and global economic, business, competitive and/or regulatory factors affecting the Company's businesses generally; and other factors described in the Company's news releases and filings with the Securities and Exchange Commission, including its 2008 Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The forward-looking statements included in this document are made only as of the date of this document, and the Company does not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. DATASOURCE: Viacom Inc. CONTACT: Media, Kelly McAndrew, +1-212-846-7455, , Investors, James Bombassei, +1-212-258-6377, Web Site: http://www.viacom.com/

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