CBS, Viacom had agreed on price for deal before lawsuit, sources say

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The suit, filed with the Delaware Court of Chancery, is seeking to block National Amusements from interfering with a special board meeting.

National Amusements owns a majority of the voting shares in both CBS Corp. and Viacom, the media company behind Paramount Studios and the cable networks Comedy Central, MTV and BET. The dividend would not dilute the economic interests of any CBS stockholder.

It goes on to explain: 'If consummated, the dividend would enable the Company to operate as an independent, non-controlled company and more fully evaluate strategic alternatives'.

As part of an effort to loosen control by its parent and controlling company - effectively stopping it from merging with Viacom - CBS has filed a lawsuit against National Amusements alleging "breaches of fiduciary duty".

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Mid-Monday morning trading of CBS stock was up 1.2% to $53.23; Viacom was down 7% to $28.15. Issuing the dividend would dilute National Amusement's holding of Class A voting shares in CBS from about 79 percent to 17 percent, reducing its control of the company.

Redstone indicated that she would see greater value in a Verizon bid for both CBS and Viacom - a position that some saw as chilling interest in a potential deal.

National Amusements said it was "outraged" by the lawsuit and "strongly refutes [CBS'] characterization of recent events".

'The Special Committee believes that the Company and its publicstockholders face a serious threat of imminent, irreparable harm in Ms. Redstone's potential response to the Special Committee's unanimous decision yesterday, May 13, 2018, that the proposed Viacom transaction is not in the best interests of CBS stockholders, ' states the filing.

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