CBS Issues Statement On Delaware Court Of Chancery Order

(RTTNews) - CBS Corp.(CBS.A, CBS) and the Special Committee of its Board of Directors, issued statement regarding the decision by the Delaware Court of Chancery to deny a motion for a temporary restraining order brought by CBS and the members of a Special Committee of its Board of Directors.

CBS said, "The judge today found that the allegations in our lawsuit 'are sufficient to state a colorable claim for breach of fiduciary duty against Ms. Redstone and NAI as CBS's controlling stockholder.' We could not agree more. While we are disappointed that the judge did not grant a TRO, the ruling clearly recognizes that we may bring further legal action to challenge any actions by NAI that we consider to be unlawful, and we will do so. We remain confident that we will prevail in the lawsuit previously filed by CBS and the members of its Special Committee."

Separately, the Board of Directors of CBS Corporation, in a unanimous vote of the directors not affiliated with National Amusements, Inc. or "NAI", declared a pro rata dividend of 0.5687 shares of Class A common stock for each share of the Company's Class A common stock and Class B common stock to stockholders of record on the record date, as is permitted under CBS's charter.

The payment of the dividend is conditioned on a final determination by the Delaware courts, including a final decision on or the exhaustion of time for any appeals, that the dividend is permissible. The record date for the dividend will be 10 days following such final determination by the Delaware courts or on the next business day after the end of such 10-day period.

The payment date is expected to occur five business days after the record date or as soon as practicable thereafter. The Company believes that the written consents delivered by NAI purporting to amend the Company's bylaws are neither valid nor effective.

The dividend, if issued, would dilute NAI's voting interest from approximately 79% to approximately 20%. The dividend would not dilute the economic interests of any CBS stockholder.

CBS said its board has taken this step because it believes it is in the best interests of all CBS stockholders, is necessary to protect stockholders' interests and would unlock significant stockholder value. If consummated, the dividend would enable the Company to operate as an independent, non-controlled company and more fully evaluate strategic alternatives.

At the same time, in light of the recent actions by NAI and the pending litigation in the Delaware Chancery Court, the Board of Directors determined to postpone its 2018 annual meeting of stockholders that was previously scheduled to take place tomorrow. The Board will determine shortly a new record date for the meeting and will publicly announce the new date, time and location. The postponement will provide all constituents with additional time to consider all pertinent matters before the annual meeting.