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1. Paramount was a takeover target for a variety of reasons. Paramount was one of only two majors" that was not already a part of a larger media empire that had extensive content production and distribution capabilities. Viacom could combine Paramount's content with its distribution to better compete with the other majors. In addition, based on comparable company multiple analysis and stand-alone discounted cash flow analysis, it appears that Paramount was also relatively inexpensive for its portfolio of assets.
. Viacom would clearly make a better fit for Paramount because of the complementary lines of business. Viacom had content (such as Beavis and Butthead) that could use the creative talents at Paramount. In addition, Viacom could take advantage of Paramount's content library and distribute it through its cable and network television outlets. QVC on the other hand, had very little to offer Paramount shareholders except the talents of Barry Diller. While Diller might be a better manager for Paramount, that does not justify a takeover attempt. Martin Davis would obviously prefer to merge with Viacom, as he has clashed with Diller in the past.
. If Viacom bought Paramount, costs would decrease by eliminating some of the overlap in the businesses and utilizing the distribution at cost. Paramount's growth rate would likely increase because of the synergies between the two business. If QVC successfully purchased Paramount, costs would probably stay flat or decrease slightly, depending on how efficiently Diller ran the studio. Paramount's growth rate would probably increase because of Diller's creative talents, but QVC cannot match the synergies that Paramount would have with Viacom.
4. Using a discounted cash flow analysis, we estimate that on a stand-alone basis Paramount should be worth approximately $4.66/share (see attached). However, Paramount should be worth significantly more to Viacom. When calculating an NPV for Redstone's estimated synergies we arrived at an additional $.8/ share in value. This would lead to a value to Viacom of $66.48. We don't believe QVC should pay much more for Paramount than its intrinsic value because there don't appear to be many synergies between the two business. If Diller can improve Paramount's performance he may be able to add some value through sales growth, but not to the extent that Viacom can.
5. We believe Redstone should actively pursue the acquisition of Paramount. He should be willing to pay up to $66.48 for the company. Due to the volatile nature of the industry, we believe the Redstone should pursue a stock deal. The companies in the industry simply can't afford to have too much net debt because one bad season can cause significant swings in cash flow. We believe the lock-out option and termination fees are somewhat onerous and unnecessary. Since QVC is the only company that is demonstrating an interest in pursuing Paramount, Viacom should feel comfortable that they are the preferred "suitor".
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