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Exhibit 99.1
February 10, 1997
WESTINGHOUSE/CBS TO ACQUIRE TNN AND CMT CABLE NETWORKS
FROM XXXXXXX ENTERTAINMENT
MAJOR EXPANSION OF CBS CABLE OWNERSHIP OF PROGRAM NETWORKS
TNN IS EIGHTH LARGEST U.S. CABLE NETWORK
NEW YORK, Feb. 10, 1977 -- Westinghouse Electric Corporation (NYSE:WX)
and Xxxxxxx Entertainment Company (NYSE:GET) announced today a definitive
agreement whereby Westinghouse will acquire, through a plan of merger, Xxxxxxx
Entertainment's two major cable networks -- TNN: The Nashville Network and CMT:
Country Music Television. The acquisition includes domestic and international
operations of TNN, the U.S. and Canadian operations of CMT and approximately
$50 million of working capital.
Xxxxxxx Entertainment shareholders will receive $1.55 billion in
Westinghouse common stock. The transaction is intended to be tax-free to
Xxxxxxx Entertainment and its shareholders.
Since 1982, Westinghouse's Group W Satellite Communications (GWSC) and
Xxxxxxx Entertainment have had a long standing relationship in cable
programming. Xxxxxxx Entertainment provides the programming content of TNN and
CMT, while GWSC provides the affiliate relations, advertising sales and
marketing for the networks.
"This acquisition is an important strategic move that expands the reach
and scope of our media businesses into the high-growth multichannel segment and
is immediately accretive to shareholders," said Xxxxxxx X. Xxxxxx, Chairman and
Chief Executive Officer of Westinghouse.
"Having built a preeminent radio group with the Infinity acquisition and
now establishing a strong position in cable, we complete the major actions on
the investment priorities we established at the time of the CBS acquisition,"
Xx. Xxxxxx added.
"Westinghouse/CBS is taking ownership of two of the most valuable cable
networks in the industry," said Xxxxxx X. Xxxxxxx, Chairman of Xxxxxxx
Entertainment. "For some time we have seen consolidation in the cable
broadcasting industry. Our judgment is that further growth of TNN and CMT can
best be served as part of a larger media company that can use its leverage to
help take these country music and country lifestyle networks to an even higher
level of visibility."
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Westinghouse/CBS......2
As part of the transaction, Xx. Xxxxxxx, members of his family and certain
shareholders, who together hold in excess of 60% of the voting power of Xxxxxxx
Entertainment's outstanding stock, have agreed to support the transaction.
At the close of the transaction, Xxxxx Xxxx, currently President of
Xxxxxxx Communications Group, will join CBS Cable as President, TNN and CMT,
reporting to Xxxxxx Xxxxxxx, President, CBS Cable, which was formerly GWSC.
Xxxxx Xxxx, President and Chief Executive Officer, CBS Television and Cable
Group, will be responsible for applying all CBS resources to enhance the two
cable networks' competitive position.
TNN and CMT complement the CBS television and radio properties. CBS has a
long history of broadcasting country music specials, including the CMA Awards,
and is the number one broadcast network for NASCAR events. CBS also owns and
operates eight country music radio stations in major markets in the United
States, including WUSN-FM Chicago, the most listened to country music station in
the nation.
"Our ownership of TNN and CMT will make us key players in country music and
country lifestyle businesses, cable programming, and multichannel
distribution," said Xx. Xxxxxx. "We see opportunities to expand those
franchises, to develop programming jointly for broadcast and cable, and to
cross-promote all our media properties."
Currently reaching over 70 million households in the U.S. and Canada, TNN
is the second largest North American network and the eighth largest in the U.S.
CMT has nearly 38 million subscribers in the U.S. Other assets included in the
merger are CMT Canada, a joint venture with Xxxx Cable of Canada, several cable
production companies, and NASCAR Thunder, a chain of NASCAR-themed retail
stores.
The number of shares to be issued by Westinghouse will depend on the
average price of Westinghouse's stock during a trading period just prior to the
closing of the transaction, subject to certain limits on the total number of
shares to be issued and certain termination rights under the contract.
This transaction is subject to several conditions, including regulatory
approvals, the receipt of a ruling from the Internal Revenue Service, and the
approval of Xxxxxxx Entertainment's shareholders.
Contacts: Xxxx Xxxxxx/Westinghouse 212/975-3835
Xxxx Xxxx/Xxxxxxx Entertainment 615/316-6551
Xxx Xxxxxxxx/CBS 212/975-2121
Xxxxxx Xxxx/CBS Cable 212/916-1041
Xxxxx Xxxxxxx/Westinghouse/Pittsburgh) 412/642-4989
