Presentation accompanying conference call regarding Paramount Pictures’ acquisition of DreamWorks SKG

Moderator: Jim Bombassei

Event Date/Time: December 12, 2005, 8:30 a.m. E.S.T.

Filed by: New Viacom Corp.

Pursuant to Rule 425 under the Securities Act of 1933, as amended

 

Subject Company: Viacom Inc.

Commission File No.: 333-128821

 

Subject Company: New Viacom Corp.

Commission File No.: 333-128821-01

 

This presentation contains information relating to the proposed separation of Viacom into two publicly traded companies.  In connection with the proposed transaction, Viacom has filed a Registration Statement on Form S-4, as amended, with the U.S. Securities and Exchange Commission.  Investors and security holders are urged to read the Registration Statement and related materials that are filed with the SEC because they contain important information about the proposed transaction.  Investors and security holders may obtain copies of these documents, and other documents containing information about Viacom, without charge, at the SEC’s website at www.sec.gov, and through Viacom’s Investor Relations at Investor.Relations@viacom.com.

 

On December 12, 2005, at 8:30 a.m. E.S.T., Viacom used the below slides in conjunction with its conference call and webcast.

 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

 


 


 

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December 12, 2005

 

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Safe Harbor Statement

 

                  Cautionary Statement Regarding Forward-Looking Statements and Other Information

 

                  Statements made on this call and webcast include historical and forward-looking statements. All statements that are not statements of historical fact are, or may be deemed, forward-looking statements pursuant to §27A of the Securities Act of 1933 and §21E of the Securities Exchange Act of 1934. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements.  These risks could affect future results, causing them to differ materially from those expressed in the forward-looking statements. The forward-looking statements made on this call and webcast are made as of the date of the call and webcast, and Viacom and New Viacom Corp. do not have any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances. You should not rely on the accuracy of information on this call and webcast after the date of the call and webcast.

 

                  This call and webcast contain information relating to the proposed separation of Viacom into two publicly traded companies. In connection with the proposed transaction, Viacom and New Viacom Corp. (to be renamed Viacom Inc. upon the separation) have filed a Registration Statement on Form S-4, as amended, with the SEC. Investors and security holders are urged to read the Registration Statement and related materials that are filed with the SEC because they contain important information about the proposed transaction. Investors and security holders may obtain copies of these documents, and other documents containing information about Viacom and/or New Viacom Corp., without charge, at the SEC’s website at www.sec.gov and through Viacom’s Investor Relations at investor.relations@viacom.com.

 

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Tom Freston

 

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Transaction overview

 

                  Paramount to acquire DreamWorks for approximately $1.6 billion

 

                  Library to be sold in separate transaction for between $850mn to $1bn

 

                  Reduced financial commitment

 

                  Attractive financial metrics

 

                  Expected to close in 1Q06, subject to customary regulatory reviews

 

Dramatically accelerates turnaround of Paramount

 

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What we’re getting

 

                  Pipeline

 

                  Completed projects released, or scheduled for release, in Q405

 

                  Full set of projects in production

 

                  Ongoing production partnerships with Spielberg and Geffen

 

                  Replacing existing producer relationships at Paramount

 

                  Exclusive worldwide distribution agreements

 

                  DreamWorks Animation film library and future films

 

                  DreamWorks live action library

 

                  Exclusive rights to future DreamWorks animation characters in TV

 

                  Additional operational assets and benefits

 

                  DreamWorks television division and properties

 

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Pipeline

 

                  Four films, that have been, or are scheduled for, release in 4Q 2005

 

                  “Munich” (Spielberg directed)

 

                  “Dreamer”

 

                  “Memoirs of a Geisha”

 

                  “Matchpoint” (distribution deal)

 

                  Four films slated for release in 2006 and 2007

 

                  “Dreamgirls”

 

                  “Flags of our Father”

 

                  “She’s the Man”

 

                  “Last Kiss”

 

                  Various other projects in development

 

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Production partnerships

 

                  Steven Spielberg and David Geffen

 

                  Multi-year employment agreements in their respective roles as Producer/Director and Chairman of DreamWorks

 

                  Continued leadership of production and development operations

 

                  Responsible for producing 4-6 films per year starting in 2007

 

                  Upgrades creative firepower at Paramount

 

                  Replaces existing producer relationships

 

                  Overall target slate remains 14 - 16 films per year

 

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Exclusive distribution agreements

 

                  Exclusive theatrical / DVD / television distribution agreement for DreamWorks Animation films

 

                  All new films developed and released in the next 7 years

 

                  Existing library of 11 feature films and 8 direct-to-video (subject to a transition period for home-video rights only)

 

                  Encompasses U.S. and international markets

 

                  Deal also includes the DreamWorks SKG live action library

 

                  59 released films

 

                  We will retain worldwide distribution rights after the sale of the library

 

                  The opportunity to collaborate with DreamWorks Animation to produce television programming utilizing their animated characters

 

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Increased distribution strength

 

                  Opportunities to combine titles

 

                  DreamWorks Animation and live action + existing Paramount titles

 

                  Increased strength

 

                  Improved shelf space / position at retail

 

                  Driving increased sales volume in the U.S. and internationally

 

                  Improved sell-through to international free TV

 

                  Greater weighting in high-growth family oriented animation segment

 

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Other assets

 

                  DreamWorks television division and properties

 

                  TV properties:  “Spin City” and “Las Vegas”

 

                  TV sales force, filling a needed resource following CBS split

 

                  Significant potential in leveraging DreamWorks Animation and Nickelodeon brands

 

                  Creates leading kid-family programming

 

                  Katzenberg has expressed interest in working with Nickelodeon to jointly leverage his content and the Nickelodeon platform

 

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Mike Dolan

 

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DreamWorks SKG purchase

 

                  DreamWorks Enterprise Value of $1.6bn

 

                  $775 million equity value

 

                  Remainder in net debt and various obligations

 

                  Two-stage transaction:  achieves key strategic & financial benefits while dramatically reducing net capital commitment

 

                  Stage one:  Viacom buys 100% of DreamWorks for $1.6bn enterprise value

 

                    Stage two:  We sell the DreamWorks live action library for $850mn - $1bn

 

                  $500-650 million net purchase price

 

                  Pro Forma for the sale of the library and conversion of commercial agreements

 

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Sale of the library

 

                  What are we selling?

 

                  Stable but declining cash flows makes asset well suited to a financial partner

 

                  59 world-class live action titles released prior to 4Q05

 

                  Certain ancillary rights (character rights, sequels, music and some interactive gaming)

 

                  Paramount will maintain distribution rights for these films

 

                  Status of the library sale

 

                  Received formal indications of interest

 

                  Estimated enterprise value of between $850 million to $1 billion

 

                  Expected to close shortly after the close of the acquisition of DreamWorks SKG

 

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Creates significant shareholder value

 

                  Maintains all operating benefits - with limited investment - and optimizes key financial metrics

 

                  Accretive to earnings and FCF in FY06

 

                  IRR in excess of Viacom cost of capital

 

                  Several hundred million dollars in capital returned in first 24 months

 

                  Strategic benefits

 

                  Dramatically enhances Paramount slate of films

 

                  Distribution agreements will drive substantial incremental revenue

 

                  Spielberg is the premier film maker of this generation

 

                  Returns Paramount to double-digit revenue & OIBDA growth

 

                  Performance profile consistent with other divisions of New Viacom

 

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Q & A

 

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December 12, 2005

 

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