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November 25, 1993

COURT RULES AGAINST PARAMOUNT POISON PILL

By CBR Staff Writer

Late Wednesday the Delaware Chancery Court ruled that Paramount Communications Inc’s poison pill defence against any outsider muscling in on its agreed acquisition by Viacom Inc, saying that poison pills can only be used against all comers, and not simply to lock in one bidder at the expense of all others; the court ruled that home shopping service QVC Network Inc, the counter-bidder, could suffer irreparable harm if Paramount’s anti-takeover provisions were permitted to take effect; Paramount and Viacom are to appeal the verdict in the Delaware Supreme Court on December 9; it is said to be rare for it to reverse a Chancery Court decision; decisions on corporate law by the Delaware Supreme Court cannot normally be appealed further; both Viacom and QVC have extended their tender offers for 51% of Paramount to December 9.

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