If Viacom made a deal for $4 billion, and used half of that to repurchase shares, then it could raise the company’s fiscal 2017 earnings per share by 17.8% to $5.30, Brean Capital’s Alan Gould says.
The studio also could use the cash, he adds: Paramount has been “at a competitive disadvantage that we believe will take years to change” due to Viacom’s under-investment.
Deadline reported in February that Wanda was a likely candidate for a deal after Viacom CEO Philippe Dauman said that he had been “approached by several potential strategic investors in Paramount” and is “pursuing a transaction with a strategic minority investor.”
But Redstone’s National Amusements, which owns 80% of Viacom’s voting shares, has moved to change the company bylaws to require a unanimous vote by the board for a major transaction. That would give Redstone and his daughter, Shari — who’s Viacom’s Vice Chair — power to veto an agreement.
Viacom has challenged 93-year-old Sumner Redstone’s decision-making competence at Delaware’s Chancery Court: That would have the effect of undermining National Amusements’ bylaws change, as well as its effort to replace five directors including Dauman,
If Dauman does reach an agreement with Wanda, then it could add a layer of complexity to the CEO’s multiple battles with the Redstones over control of Viacom.
Under a so-called status quo agreement approved by the Delaware court, Viacom can only make a decision outside the normal course of business if it gives five days notice to National Amusements. If that happened now, it’s unclear whether — after the five days — the board could then act under the old bylaws or the new ones that National Amusements ordered.
It might hurt the Redstones’ claim to represent shareholders’ interests if they try to block a deal that sends Viacom’s stock price up.
Why would Wanda put itself in the middle of all this?
The company is eager to become a global entertainment power — including a target to back films that account for 20% of the worldwide box office. It said early this year that it was looking at five major acquisitions with three of them outside of the Middle Kingdom.
In January, Wanda acquired Legendary Entertainment for $3.5 billion.
On the heels of that deal, it bought 51% of Omnigon, a consulting firm that helps sports, media and entertainment providers to develop mobile apps and websites. It did that acquisition via the sports marketing company that it controls called Infront Sports & Media.
In February, Wanda announced that it would invest $3.3 billion by 2024 in EuropaCity, a mega-project near Paris’ Charles de Gaulle airport that will have a theme park, attractions, cultural exhibitions, retail shops, outdoor sports venues and restaurants over about 200 acres. It’s Wanda’s biggest-ever single project in Europe.
In May, it made an investment in Paramount’s tentpole Teenage Mutant Ninja Turtles through its subsidiary Movie Media Group and said it was looking to do more in other tentpoles as part of a strategic step in its global plans.
The company also is arguably the world’s largest movie theater owner. It’s the largest exhibitor in China, and bought Australia’s Hoyt’s.
In the U.S., Wanda controls 75% of AMC Theatres — which is itself poised to claim the world’s largest exhibitor title.
It would have that status with the closing of a $1.2 billion cash and stock deal announced this week to buy Europe’s Odeon & UCI Cinemas chain from investor Guy Hands’ Terra Firma.
AMC also is waiting for a shareholder vote tomorrow over whether to accept its $1.1 billion (including debt) offer for Carmike Cinemas. Some of the No. 4 chain’s biggest investors say that the price is too low, leading AMC chief Adam Aron to say that the transaction is “at considerable risk.”
Even so, he added, the Odeon & UCI pact, “we win with Carmike, and we win without Carmike.” Aron told analysts.
Although AMC and Wanda are run separately, “when we go to Hollywood we can go to Hollywood together, and when we talk to vendors we can talk to vendors together,” Aron says.