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January 19, 1994


By CBR Staff Writer

Viacom Inc has really thrown the Paramount Communications Inc bid ball back into QVC Network Inc’s court because while the total value of its new bid of $107 a share for 50.1% of Paramount shares is little changed, the company is now guaranteeing the value of the paper element, offering a bundle of four different securities for the other 49.9% of the equity: the four securities are 0.93065 of a Viacom non-voting Class B common share; Viacom preferred stock; a three-year warrant to buy Viacom shares at $60 a share; and a contingent value right that provides extra compensation to Paramount holders if Viacom B shares trade below $48 a share a year after the acquisition and Viacom can extend the timetable to provide for the added value if Viacom trades below $51 after two years or $55 after three years; the the protection won’t cover any drop below $38 a share, prompting sniping from QVC, because Viacom B closed Tuesday at $37.75 a share.

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