Paramount special committee approves merger with Skydance Media

The special committee of the board of directors of Paramount confirmed that it has unanimously approved a merger agreement between Paramount and Skydance Media. The special committee was formed on January 2 at the request of Paramount’s controlling stockholder, National Amusements, or NAI, to evaluate potential transactions involving both NAI and Paramount as NAI considered its options relating to its investment in Paramount. The special committee retained independent financial and legal advisors, Centerview Partners and Cravath, Swaine & Moore respectively. Over a period of more than six months, the special committee considered multiple approaches and constructs from various counterparties and solicited interest from potential counterparties for an acquisition of Paramount. The merger agreement includes a 45-day “go-shop” period, which permits the special committee and its representatives to actively solicit and consider alternative acquisition proposals. There can be no assurance that this process will result in a superior proposal, and the company does not intend to disclose developments with respect to the go-shop process unless and until it determines such disclosure is appropriate or is otherwise required.