Exhibit 99.2
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VIACOM AND SPELLING ENTER INTO A DEFINITIVE MERGER AGREEMENT
New York, NY, May 17, 1999 - Viacom Inc. (NYSE: VIA, VIA.B) and Spelling
Entertainment Group Inc. (NYSE, PE: SP) announced today that they have entered
into a definitive merger agreement for the purchase by Viacom of the shares of
Spelling common stock that it does not already own for $9.75 per share in cash.
Viacom currently owns approximately 80% of Spelling's common stock.
The terms of the merger agreement represented an improvement from Viacom's prior
offer of $9.00 per share in cash. The Spelling Board of Directors approved the
merger agreement after approval by a special committee of independent directors,
which was advised by separate legal and financial advisors. The special
committee has received the opinion of its financial advisors that the cash
consideration to be received in the transaction is fair to the Spelling
shareholders other than Viacom from a financial point of view.
The merger agreement provides for the commencement of a tender offer by Viacom
by Friday, May 21, 1999. Under the terms of the merger agreement, each Spelling
share that is not purchased in the offer will be acquired by merger as soon as
practical thereafter in a second step merger, also for $9.75 per share.
Viacom intends to operate Spelling and Big Ticket Television under the umbrella
of the Viacom Entertainment Group, consolidating certain sales and back office
functions with those of its Paramount Television Group. Spelling Entertainment
Group Inc. is a leading producer and distributor of television and film
entertainment and comprises Spelling Television, Big Ticket Television,
Worldvision Enterprises and Xxxxxxxx Projects. The Company is one of the largest
producers of television programming and, through its combined libraries,
controls approximately 10,000 hours of programming for worldwide distribution.
Viacom Inc. is one of the world's largest entertainment companies and is a
leading force in nearly every segment of the international media marketplace.
The operations of Viacom include Blockbuster, MTV Networks, Paramount Pictures,
Paramount Television, Paramount Parks, Showtime Networks, Simon & Xxxxxxxx, 19
television stations, and movie screens in 12 countries. Viacom also owns
half-interests in Comedy Central, UPN and UCI. National Amusements, Inc., a
closely held corporation which operates approximately 1,300 screens in the U.S.,
the U.K. and South America, is the parent company of Viacom. More information
about Viacom is available at the Company's Web site located at
xxxx://xxx.xxxxxx.xxx.
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Contacts:
Viacom/Xxxxx Xxxxx
(000) 000-0000
Spelling/Xxxxx Xxxxxxx
(000) 000-0000
