CBS (NYSE: CBS.A, CBS) and Viacom (NASDAQ: VIAB, VIA) today
announced additional senior appointments for ViacomCBS’ corporate
leadership. These appointments, which will be effective upon
closing, will align key functions and operations to support
ViacomCBS’ divisions and lines of business as the combined company
pursues its differentiated growth strategy.
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Alex Berkett will serve as Executive Vice
President, Corporate Development and Strategy, ViacomCBS. (Photo:
Business Wire)
“Our team of highly accomplished corporate leaders will draw on
their deep experience and expertise to help drive ViacomCBS’
success,” said Bob Bakish, President and Chief Executive Officer,
Viacom, who will serve as President and Chief Executive Officer of
ViacomCBS upon close. “They will identify strategic opportunities
to grow and transform our businesses and ensure that we are
fostering a dynamic, inclusive culture where our employees are
empowered to succeed.”
Bakish continued, “With today’s appointments, we now have in
place the entire senior management team for ViacomCBS, ensuring we
will hit the ground running when the transaction closes in just a
few weeks. Working together, these leaders will help us realize the
full potential of our considerable assets and competitive
strengths.”
The ViacomCBS corporate leaders being announced today
include:
- Alex Berkett, Senior Vice President, Corporate
Development & Strategy, Viacom, will become Executive Vice
President, Corporate Development and Strategy, leading ViacomCBS’
efforts to identify, pursue and execute strategic growth
opportunities, including acquisitions, partnerships, investments
and joint ventures, across all of ViacomCBS’ businesses and
geographies.
- Nancy Phillips will serve as Executive Vice President,
Chief People Officer. As the leader of ViacomCBS’ global human
resources organization, she will be responsible for driving the
company’s human resources strategy and delivering global programs
to create a positive employee experience and a culture of high
performance. In this role, she will have oversight of the company’s
HR business partners, talent acquisition, organizational
effectiveness, learning and development, total rewards, people
analytics and HR operations. She will also oversee global security.
Phillips joins the company from Nielsen, where she served as Chief
Human Resources Officer.
- Marva Smalls, Executive Vice President, Global Head of
Inclusion Strategy, Viacom, will serve as Executive Vice President,
Global Head of Inclusion of ViacomCBS, driving initiatives and
fostering partnerships that promote and advance diversity and
inclusion for ViacomCBS enterprise-wide both with internal and
external stakeholders globally. In addition, she will retain her
public affairs responsibilities for Nickelodeon as Executive Vice
President, Public Affairs, Kids & Family Entertainment Brands,
ViacomCBS Media Networks.
- Jose Tolosa, Chief Transformation Officer of Viacom,
will expand his responsibilities as Executive Vice President, Chief
Transformation Officer. In this role, he will continue to oversee
integration efforts for the combined company, with a focus on
accelerating the evolution of its businesses. Tolosa will also lead
ViacomCBS Strategic Planning, helping to set the company’s
strategic priorities and support cross-company projects for senior
management. Additionally, he will oversee the Global Business
Services and Global Sourcing divisions, which will expand their
scope, providing enterprise-wide services and helping drive
synergies.
These corporate leadership announcements follow the previously
announced appointments of Christa D’Alimonte as Executive
Vice President, General Counsel and Secretary; Anthony
DiClemente as Executive Vice President, Investor Relations;
DeDe Lea as Executive Vice President, Global Public Policy
and Government Relations; Julia Phelps as Executive Vice
President, Chief Communications and Corporate Marketing Officer,
and Christina Spade as Executive Vice President, Chief
Financial Officer.
The merger of Viacom and CBS remains subject to customary
closing conditions and is expected to close by early December.
Biographies
- Alex Berkett joined Viacom in August 2015 and most
recently served as Senior Vice President of Corporate Development
and Strategy, leading the company’s global activities related to
strategy, corporate development and mergers and acquisitions. In
this role, he worked closely with senior executives across the
company to advise on and lead transaction negotiations. Prior to
joining Viacom, Berkett served as Co-Founder and Executive Vice
President of Townsquare Media where he was responsible for
corporate development, mergers and acquisitions, all capital
raising activities, legal affairs, investor relations, business
development and corporate communications. Berkett co-founded
Townsquare in 2010 with his partners from FiveWire Media, an
investment firm he co-founded. In 2009, he joined FiveWire from
J.P. Morgan’s Technology, Media & Telecom Investment Banking
Group, which he joined following the firm’s acquisition of Bear,
Stearns & Co. Inc. in 2008. Berkett spent 11 years at Bear
Stearns, principally focused on media and technology mergers and
acquisitions, ultimately rising to the level of Managing
Director.
- Nancy Phillips has served as the Executive Vice
President, Chief Human Resources Officer at Nielsen since 2017,
while also serving on the Nielsen Foundation’s Board of Directors.
Under her leadership, Nielsen was recognized for many awards
including #2 on Forbes’ Employers for Diversity list and multiple
Great Place to Work awards globally. Prior to joining Nielsen, she
was Chief Human Resources Officer of Broadcom prior to its sale to
Avago Technologies, the largest technology deal in history at that
time. Before that, she led the HR organization for Hewlett
Packard’s Imaging and Printing Group as well as the Enterprise
Services business group, a global organization with more than
120,000 employees. Prior to HP, Phillips served as Executive Vice
President and Chief Human Resources Officer for Fifth Third
Bancorp, a diversified financial services company with $133 billion
in assets. Earlier in her career, she spent 11 years with the
General Electric Company serving in a variety of HR leadership
roles. Phillips is active in a range of professional associations,
and in 2006 she received a YWCA TWIN (Tribute to Women) award in
Silicon Valley for her commitment to diversity. She is also a
member of The Florida Bar beginning her career as an attorney.
Phillips earned a B.A. in English from the University of Delaware
and a J.D. from Samford University in Birmingham, Al.
- Marva Smalls is the Global Head of Inclusion Strategy at
Viacom and Executive Vice President, Public Affairs & Chief of
Staff at Nickelodeon. Smalls has more than three decades of
leadership experience in the public and private sectors and is
widely recognized as one of the most influential leaders in media.
As Global Head of Inclusion Strategy, Smalls reports directly to
Viacom’s CEO to drive Diversity & Inclusion worldwide. Her role
includes implementing strategic initiatives that support innovation
and business results, while creating the next generation of
leaders. She has established Viacom’s Employee Resource Groups
globally and has expanded key partnerships in international
markets. At Nickelodeon, Smalls collaborates closely with the
President in managing day-to-day operations, as well as overseeing
all corporate responsibility initiatives and relationships with
external advocates and regulators. Under her leadership,
Nickelodeon has implemented award-winning pro-social campaigns.
Smalls is a founding member of the Black Economic Alliance and
serves on numerous boards including the American Theatre Wing, the
International African American Museum, the James Beard Foundation,
and Synovus Bank/South Carolina. Smalls holds graduate and
undergraduate degrees from the University of South Carolina, where
she was awarded an Honorary Doctorate of Humanities.
- Jose Tolosa has served as the Chief Transformation
Officer of Viacom since November 2017. In this role, he guides the
company’s transformation agenda, overseeing a team responsible for
developing and executing initiatives to support and accelerate the
evolution of Viacom’s media business and grow its consumer
products, recreation and events businesses. Tolosa previously
served as Chief Operating Officer of Viacom International Media
Networks since 2015, leading the company’s international, pay-TV
growth strategy and its expansion of VIMN content across multiple
viewing platforms. In addition to his role as COO, Tolosa served as
Executive Vice President, Global Strategy, Viacom Media Networks,
leading a divisional team in developing a unified global strategic
path for all of Viacom’s teen- and adult-oriented brands. Prior to
this, Tolosa was Executive Vice President, Strategy, Business
Development and Operations for VIMN since 2013, and Senior Vice
President, Strategy and Business Development from 2009. In his
12-year career at Viacom, Tolosa has also acted in a number of
pan-regional business development and strategy responsibilities in
Latin America, Japan and India. Prior to joining Viacom, he was
co-founder and COO at the HNMA Funding Company and held roles at
The Parthenon Group, Bear Stearns & Co., Inc. and Claxson
Interactive Group. Tolosa holds a B.S. in Finance and Accounting
from Georgetown University and an MBA from the Harvard Business
School.
About CBS
CBS Corporation (NYSE:CBS.A)(NYSE: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.
About Viacom
Viacom (NASDAQ:VIAB)(NASDAQ:VIA) creates entertainment
experiences that drive conversation and culture around the world.
Through television, film, digital media, live events, merchandise
and solutions, its brands connect with diverse, young and young at
heart audiences in more than 180 countries.
For more information on Viacom and its businesses, visit
http://www.viacom.com. Keep up with Viacom news by following it on
Twitter (twitter.com/Viacom), Facebook (facebook.com/Viacom) and
LinkedIn (linkedin.com/company/Viacom).
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
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 CBS, Viacom or their respective directors,
(vi) potential adverse reactions or changes to business
relationships resulting from the announcement or completion of the
pending merger, (vii) any negative effects of the announcement,
pendency or consummation of the pending merger on the market price
of CBS’ or Viacom’s common stock and on CBS’ or Viacom’s operating
results, (viii) risks associated with third party contracts
containing consent and/or other provisions that may be triggered by
the pending merger, (ix) the risks and costs associated with the
integration of, and the ability of CBS and Viacom to integrate, the
businesses successfully and to achieve anticipated synergies, (x)
the risk that disruptions from the pending merger will harm CBS’ or
Viacom’s business, including current plans and operations, (xi) the
ability of CBS or Viacom to retain and hire key personnel and
uncertainties arising from leadership changes, (xii) legislative,
regulatory and economic developments, (xiii) the other risks
described in CBS’ and Viacom’s most recent annual reports on Form
10-K and quarterly reports on Form 10-Q, and (xiv) management’s
response to any of the aforementioned factors.
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
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 CBS’ or Viacom’s consolidated
financial condition, results of operations, credit rating or
liquidity. Neither CBS nor Viacom assumes any obligation to
publicly provide revisions or updates to any forward-looking
statements, whether as a result of new information, future
developments or otherwise, should circumstances change, except as
otherwise required by securities and other applicable laws.
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version on businesswire.com: https://www.businesswire.com/news/home/20191118005608/en/
Viacom Justin Dini, Senior Vice President, Corporate
Communications (212) 846-2724 Justin.Dini@viacom.com CBS
Dana McClintock, Executive Vice President, Chief Communications
Officer (212) 975-1077 Dlmcclintock@cbs.com Kelli Raftery,
Executive Vice President, Communications (212) 975-3161
Kelli.Raftery@cbs.com
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