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425: Filing under Securities Act Rule 425 of certain prospectuses and communications in connection with business combination transactions

SEC ·  Jul 11 21:23

Summary by Futu AI

Paramount Global has announced a Transaction Agreement with Skydance Media, LLC, outlining a series of mergers aimed at restructuring the companies. The agreement, which is pending completion, was reported on July 7, 2024. It involves a pre-closing merger of Paramount Merger Sub with Paramount Global, resulting in Paramount becoming a wholly-owned subsidiary of New Paramount. Subsequently, Paramount Merger Sub II will merge with New Paramount, and Skydance Merger Sub will merge with Skydance, with the latter surviving as a wholly-owned subsidiary of New Paramount. The board of directors of Paramount Global, advised by an independent special committee, has unanimously approved the transactions. Paramount has also secured the necessary stockholder approval through written consent from its controlling stockholders. Both companies...Show More
Paramount Global has announced a Transaction Agreement with Skydance Media, LLC, outlining a series of mergers aimed at restructuring the companies. The agreement, which is pending completion, was reported on July 7, 2024. It involves a pre-closing merger of Paramount Merger Sub with Paramount Global, resulting in Paramount becoming a wholly-owned subsidiary of New Paramount. Subsequently, Paramount Merger Sub II will merge with New Paramount, and Skydance Merger Sub will merge with Skydance, with the latter surviving as a wholly-owned subsidiary of New Paramount. The board of directors of Paramount Global, advised by an independent special committee, has unanimously approved the transactions. Paramount has also secured the necessary stockholder approval through written consent from its controlling stockholders. Both companies have agreed to cooperate in obtaining all necessary regulatory approvals and to indemnify their respective directors and officers against claims related to the transactions. Additionally, they have committed to not seeking or engaging in alternative acquisition proposals, subject to certain conditions during a 'go-shop' period. Paramount Global and Skydance Media have also entered into a Voting and Support Agreement with certain Paramount stockholders to ensure their support for the Transaction Agreement and related mergers.

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