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CBS, National Amusements, Redstone Family Settle Litigation

CBS Corp. (CBS) entered into a settlement and release agreement with National Amusements Inc. or NAI, the controlling stockholder of CBS and Viacom Inc., the Redstone family, and certain other parties to dismiss all claims in the litigation pending in the Delaware Chancery Court.

In a filing with the SEC, the company noted that under the settlement, the Board rescinded the conditional voting Class A Common Stock dividend of 0.5687 of a share of Class A Common Stock for each share of Class A Common Stock and Class B Common Stock that had been declared by the Board on May 17, 2018.

As part of the settlement agreement, NAI confirmed it has withdrawn its proposal for a merger of CBS and Viacom and that it has no current plans to propose such a transaction.

In addition, the company entered into a separation and settlement agreement with the Chairman of the Board, President and Chief Executive Officer, Leslie Moonves, who has resigned from his posts, effective immediately.

Pursuant to the settlement agreement, Moonves, David Andelman, Joseph Califano, Jr., Charles Gifford, Leonard Goldberg, Arnold Kopelson and Doug Morris each voluntarily resigned as a director of CBS, effective immediately after the execution of the settlement agreement.

Additionally, at a meeting held on September 9, the Board appointed each of Candace Beinecke, Barbara Byrne, Brian Goldner, Richard Parsons, Susan Schuman and Strauss Zelnick to the Board to fill the vacancies resulting from these resignations. The Company's Board currently has 13 directors.

Sumner Redstone, the controlling stockholder, chairman of the board of directors and chief executive officer of National Amusements, is the Chairman Emeritus of each of CBS and Viacom.

At June 30, 2018, National Amusements directly or indirectly owned approximately 79.7% of CBS's voting Class A Common Stock, and owned approximately 10.4% of CBS's Class A Common Stock and non-voting Class B Common Stock on a combined basis.

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