Viacom Announces Preliminary Results of Successful Blockbuster Split-Off Exchange Offer
06 Oktober 2004 - 3:00PM
PR Newswire (US)
Viacom Announces Preliminary Results of Successful Blockbuster
Split-Off Exchange Offer Exchange Offer Is Oversubscribed; Final
Results to Be Announced on or Before October 13th NEW YORK, Oct. 6
/PRNewswire-FirstCall/ -- Viacom Inc. (NYSE:VIANYSE:and VIA.B)
today announced that, based on preliminary results, its exchange
offer for the split-off of Blockbuster Inc.
(NYSE:BBINYSE:andNYSE:BBI.B) was oversubscribed. The successful
offer to Viacom stockholders for the exchange, on a tax-free basis,
of some or all of their Viacom shares for shares of Blockbuster
common stock held by Viacom expired at 12:00 midnight, New York
City time, on October 5, 2004. Based on a preliminary count by the
exchange agent, The Bank of New York, 294,926,641 shares of Viacom
common stock, consisting of 4,648,793 shares of Viacom class A
common stock and 290,277,848 shares of Viacom class B common stock,
were tendered for exchange. Of these shares, 150,315,329 shares of
Viacom common stock, consisting of 1,287,577 shares of Viacom class
A common stock and 149,027,752 shares of Viacom class B common
stock, were tendered by notice of guaranteed delivery. Viacom will
accept for exchange 27,961,165 shares of Viacom common stock in
exchange for the 72 million shares of Blockbuster class A common
stock and 72 million shares of Blockbuster class B common stock
Viacom owns. Because the exchange offer is oversubscribed, Viacom
will accept only a portion of the number of shares of each class of
Viacom common stock that were tendered, on a pro-rata basis in
proportion to the number of shares tendered. Based on the
preliminary results, and assuming all shares tendered by notice of
guaranteed delivery are delivered under the terms of the exchange
offer, Viacom will accept approximately 9.5% of the tendered shares
of each class of Viacom common stock. Viacom expects to announce
the final results of the exchange offer, including the final
proration factor, on or before Wednesday, October 13, 2004.
Stockholders that have tendered less than 100 shares, or an
odd-lot, will not be subject to proration, except that stockholders
that have tendered odd- lots as a participant in a Viacom or
Blockbuster employee benefit plan are not entitled to this
preference. Viacom commenced the exchange offer on September 8,
2004 and offered to exchange 5.15 shares of Blockbuster stock,
consisting of 2.575 shares of Blockbuster Class A common stock and
2.575 shares of Blockbuster Class B common stock, for each share of
Viacom common stock validly tendered and not properly withdrawn, up
to an aggregate of 27,961,165 shares of Viacom class A or class B
common stock. Shares of Blockbuster common stock will be credited
to accounts of tendering stockholders by the exchange agent
promptly after the final results of the exchange offer are
announced. In addition, checks in lieu of fractional Blockbuster
shares and shares of Viacom class A and class B common stock
tendered but not accepted for exchange are expected to be delivered
or mailed on or before October 22, 2004. Information About the
Exchange Offer Stockholders of Viacom are advised to read Viacom's
Tender Offer Statement on Schedule TO, Blockbuster's Registration
Statement on Form S-4 and the Prospectus-Offer to Exchange, as well
as any other documents relating to the exchange offer that are
filed with the SEC when they become available because they will
contain important information. Stockholders of Viacom may obtain
copies of these documents for free at the SEC's website at
http://www.sec.gov/ or from Viacom Investor Relations at
1-800-516-4399. Viacom stockholders may also request copies of the
exchange offer documents from Viacom's information agent, MacKenzie
Partners, Inc., located at 105 Madison Avenue, New York, NY 10016,
at (800) 322-2885 (toll-free) in the United States or at (212)
929-5500 (collect) elsewhere. About Viacom Inc. Viacom is a leading
global media company, with preeminent positions in broadcast and
cable television, radio, outdoor advertising, and online. With
programming that appeals to audiences in every demographic category
across virtually all media, the company is a leader in the
creation, promotion, and distribution of entertainment, news,
sports, music, and comedy. Viacom's well- known brands include CBS,
MTV, Nickelodeon, Nick at Nite, VH1, BET, Paramount Pictures,
Infinity Broadcasting, Viacom Outdoor, UPN, TV Land, Comedy
Central, CMT: Country Music Television, Spike TV, Showtime and
Simon & Schuster. More information about Viacom and its
businesses is available at http://www.viacom.com/. DATASOURCE:
Viacom Inc. CONTACT: Viacom Contacts - Media - Carl Folta, Senior
Vice President, Corporate Relations, +1-212-258-6352, , or Susan
Duffy, Vice President, Corporate Relations, +1-212-258-6347, , or
Analysts/Investors - Martin Shea, Senior Vice President, Investor
Relations, +1-212-258-6515, , or James Bombassei, Vice President,
Investor Relations, +1-212-258-6377, ,; Blockbuster Contacts -
Media - Karen Raskopf, Senior Vice President, Corp. Communications,
+1-214-854-3555, or Randy Hargrove, Director, Corp. Communications,
+1-214-854-3190, or Analysts/Investors - Mary Bell, Senior Vice
President, Investor Relations and Corporate Treasurer,
+1-214-854-3863 Web site: http://www.viacom.com/
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