Filed by: Viacom Inc.
This communication is filed pursuant to Rules 165 and 425
promulgated under the Securities Act of 1933, as amended
Subject Company: Infinity Broadcasting Corporation
Commission File No.: 001-14599
VIACOM AGREES TO ACQUIRE ALL OUTSTANDING SHARES OF INFINITY
Companies Enter Into Definitive Merger Agreement
New York, NY, October 31, 2000 - Viacom Inc. (NYSE: VIA, VIA.B) and Infinity
Broadcasting Corporation (NYSE: INF) announced today that they have entered into
a definitive merger agreement under which Viacom will acquire all the issued and
outstanding shares of Infinity Common Stock that it does not currently own for
0.592 of a share of Viacom Class B Common Stock per share of Infinity Class A
Common Stock. The merger is expected to be completed in the first quarter of
2001.
The exchange ratio represents an increase from Viacom's previously disclosed
offer of 0.564 of a share of Viacom Class B Common Stock per share of Infinity
Class A Common Stock. Viacom currently holds 100% of the Infinity Class B Common
Stock, which represents approximately 64.3% of the total outstanding shares of
the Infinity Class A and Class B Common Stock and approximately 90% of the
combined voting power of the Infinity Class A and Class B Common Stock. Viacom
does not currently hold any of the Infinity Class A Common Stock.
The Infinity Board of Directors approved the merger agreement after receiving
the unanimous recommendation of a special committee of independent directors,
which was advised by separate legal and financial advisors. The special
committee has received the opinions of its financial advisors that, as of the
date of the merger agreement, the exchange ratio is fair to the stockholders of
Infinity, excluding Viacom and its affiliates, from a financial point of view.
The transaction was also unanimously approved by the Board of Directors of
Viacom.
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"This transaction is a win-win for the stockholders and employees of both of
these extraordinary organizations," said Sumner M. Redstone, Chairman and CEO of
Viacom. "We are extremely pleased that we were able to agree on an exchange
ratio that is fair to both Infinity and Viacom stockholders, who will reap the
rewards of this union for many years to come."
"There could be no better time to fully integrate Infinity with Viacom's
tremendous portfolio of assets," said Mel Karmazin, President and Chief
Operating Officer of Viacom. "This transaction not only enhances Viacom's
powerful and diverse operations, but creates a company that is financially even
stronger and even better positioned to deliver superior returns to stockholders.
Infinity is performing at record levels and continues to generate a tremendous
amount of free cash flow that will now fully benefit Viacom, increasing the
Company's opportunity to make cash flow accretive acquisitions and to repurchase
its stock."
Mr. Karmazin added, "I'd like to thank the members of the Infinity board's
special committee, Jeff Sherman and Bruce Gordon, for their careful evaluation
and negotiation of Viacom's offer, as well as their significant contributions as
Infinity board members."
Investors are urged to read the relevant documents that will be filed with the
Securities and Exchange Commission by Viacom and Infinity in connection with the
merger because they will contain important information, including the identities
of the participants in any solicitation of proxies or consents from Infinity
stockholders and a description of such participants' interests in any such
solicitation. You will be able to obtain a free copy of the documents filed with
the Commission by Viacom and Infinity at the Commission's website
http://www.sec.gov. Viacom and Infinity investors will also be able to obtain a
free copy of the relevant documents by contacting Investor Relations at Viacom
at: 800-516-4399, 1515 Broadway, New York, NY 10036 or www.viacom.com.
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Infinity Broadcasting Corporation is one of the largest radio broadcasters in
the United States, where it owns and operates 187 radio stations. Infinity is
the largest outdoor advertising company in North America, with operations in the
United States, Canada and Mexico. Infinity also owns outdoor advertising
properties in Europe, with operations in the United Kingdom, the Netherlands,
France, Italy and Ireland. Infinity also manages and holds an equity position in
Westwood One, Inc. (NYSE: WON).
Viacom is the No. 1 platform in the world for advertisers, 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 and music. Viacom's well known
brands include CBS, MTV, Nickelodeon, VH1, Paramount Pictures, Infinity
Broadcasting, UPN, TNN, CMT, Showtime, Blockbuster and Simon & Schuster. More
information about Viacom is available at www.viacom.com.
Cautionary Statement Concerning Forward-looking Statements
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This document contains both historical and forward-looking statements. All
statements, other than statements of historical fact are, or may be deemed to
be, forward-looking statements within the meaning of section 27A of the
Securities Act of 1933 and section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are not based on historical facts, but rather
reflect Viacom's and Infinity's current expectations concerning future results
and events. Similarly, statements that describe our objectives, plans or goals
are or may be forward-looking statements. These forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance or achievements of Viacom and Infinity to be
different from any future results, performance and achievements expressed or
implied by these statements. The following important factors, among others,
could affect future results, causing these results to differ materially from
those expressed in our forward-looking statements: changes in advertising market
conditions; changes in the public acceptance of Viacom's and Infinity's
programming; changes in technology and its effect on competition in Viacom's and
Infinity's markets; changes in the Federal Communications Laws and Regulations;
failure of the transaction described to be completed for any reason; and other
economic, business, competitive and/or regulatory factors affecting Viacom's and
Infinity's businesses generally. The forward-looking statements included in this
document are made only as of the date of this document and under section 27A of
the Securities Act and section 21E of the Exchange Act; we do not have any
obligation to publicly update any forward-looking statements to reflect
subsequent events or circumstances.
Contacts:
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Viacom Carl Folta Susan Duffy
212-258-6352 212-258-6347
Infinity Dana McClintock
212-975-1077
