Separation From CBS
On December 31, 2005, pursuant to an agreement and plan of merger, the company previously named Viacom Inc. ("Viacom") was separated into two publicly traded companies-one, the spin-off corporation, now called Viacom Inc. ("New Viacom"), and the other, the surviving corporation, called CBS Corporation ("CBS"). As of December 31, 2005, each issued and outstanding share of Viacom Class A common stock converted automatically into the right to receive 0.5 of a share of each of New Viacom Class A common stock and CBS Class A common stock and each issued and outstanding share of Viacom Class B common stock converted automatically into the right to receive 0.5 of a share of each of New Viacom Class B common stock and CBS Class B common stock, issuable upon the surrender of the certificate that evidenced such share of Viacom Class A or Class B common stock. Holders of either class of Viacom common stock will receive cash in lieu of any fractional shares of New Viacom Class A or Class B common stock and CBS Class A or Class B common stock.
Stockholders of record of Viacom on December 31, 2005, should have received a letter of transmittal with respect to the exchange of their certificated shares. Completed letters of transmittal, together with any required documents, including physical certificates, must be returned in accordance with the instructions to the letter of transmittal. Each stockholder will then be issued a book-entry credit for the whole shares of CBS and New Viacom to which he or she is entitled.
Stockholders holding their Viacom shares through a broker had their shares exchanged on the first or second trading day following December 31, 2005.
For more information on the exchange, including how to obtain a letter of transmittal or affidavit of loss in the case of a missing certificate, please contact Viacom's Investor Relations department.