Bernstein Litowitz Berger and Grossmann LLP Announces Notice of Pendency and Proposed Settlement of Stockholder Class Action Involving Holders of Viacom Inc. Common Stock at Any Time From August 13, 2019 Through and Including December 4, 2019

NEW YORK, May 23, 2023 /PRNewswire/ --

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

SUMMARY NOTICE OF PENDENCY AND PROPOSED
SETTLEMENT OF STOCKHOLDER CLASS ACTION,
SETTLEMENT HEARING, AND RIGHT TO APPEAR

Please read this SUMMARY notice carefully. your rights will be affected by a class action lawsuit pending in this court.

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the Court of Chancery of the State of Delaware (the "Court"), that the above-captioned stockholder class action (the "Action") has been preliminarily certified as a class action on behalf of the Settlement Class defined above. 

YOU ARE ALSO NOTIFIED that (i) Lead Plaintiff California Public Employees' Retirement System ("Lead Plaintiff"), on behalf of itself and the Settlement Class and Additional Plaintiffs Park Employees' and Retirement Board Employees' Annuity and Benefit Fund of Chicago ("Chicago Park") and Louis Wilen; (ii) defendants Shari E. Redstone, National Amusements, Inc., NAI Entertainment Holdings LLC, Thomas J. May, Judith A. McHale, Ronald Nelson, and Nicole Seligman (collectively, "Defendants"); and (iii) Paramount Global ("Paramount," and together with Lead Plaintiff and Defendants, the "Parties") have reached a proposed settlement of the Action for $122,500,000 in cash (the "Settlement"). The terms of the Settlement are stated in the Stipulation. If approved by the Court, the Settlement will resolve all claims in the Action.

A hearing (the "Settlement Hearing") will be held on July 25, 2023, at 11:00 a.m., before The Honorable Sam Glasscock III, Vice Chancellor, either in person at the Court of Chancery of the State of Delaware, Sussex County, Court of Chancery Courthouse, 34 The Circle, Georgetown, Delaware 19947, or remotely by telephone or videoconference (in the discretion of the Court), to, among other things: (i) determine whether to finally certify the Settlement Class for settlement purposes only, pursuant to Court of Chancery Rules 23(a), 23(b)(1), and 23(b)(2); (ii) determine whether Lead Plaintiff and Lead Counsel, Bernstein Litowitz Berger & Grossmann LLP, have adequately represented the Settlement Class, and whether Lead Plaintiff should be finally appointed as class representative for the Settlement Class and Lead Counsel should be finally appointed as class counsel for the Settlement Class; (iii) determine whether the proposed Settlement should be approved as fair, reasonable, and adequate to the Settlement Class, and in the best interests of the Settlement Class; (iv) determine whether the proposed Order and Final Judgment approving the Settlement, dismissing the Action with prejudice, and granting the Releases provided under the Stipulation should be entered; (v) determine whether the proposed Plan of Allocation of the Net Settlement Fund is fair and reasonable, and should therefore be approved; (vi) determine whether and in what amount any award of attorneys' fees and expenses to Plaintiffs' Counsel (the "Fee and Expense Award") should be paid out of the Settlement Fund, including any incentive awards for Lead Plaintiff and Additional Plaintiff Chicago Park (the "Incentive Awards"); (vii) hear and rule on any objections to the Settlement, the proposed Plan of Allocation, and/or Lead Counsel's application for a Fee and Expense Award, including any Incentive Awards; and (viii) consider any other matters that may properly be brought before the Court in connection with the Settlement. 

Any updates regarding the Settlement Hearing, including any changes to the date, time, or format of the hearing or updates regarding remote or in-person appearances at the hearing, will be posted to the Settlement website, www.ViacomStockholdersLitigation.com.

If you are a member of the Settlement Class, your rights will be affected by the pending Action and the Settlement, and you may be entitled to share in the Net Settlement Fund. If you have not yet received the Long-Form Notice, you may obtain a copy of the Long-Form Notice by contacting the Settlement Administrator by mail at Viacom Stockholders Litigation, c/o A.B. Data, Ltd., P.O. Box 173058, Milwaukee, WI 53217; by telephone at 877-390-3177; or by email at [email protected].  A copy of the Long-Form Notice can also be downloaded from the Settlement website, www.ViacomStockholdersLitigation.com.

If the Settlement is approved by the Court and the Effective Date occurs, the Net Settlement Fund will be distributed on a pro rata basis to Eligible Class Members¹ in accordance with the proposed Plan of Allocation stated in the Long-Form Notice or such other plan of allocation as is approved by the Court. Pursuant to the proposed Plan of Allocation, each Eligible Class Member will be eligible to receive a pro rata payment from the Net Settlement Fund equal to the product of (i) the number of Eligible Shares² held by the Eligible Class Member and (ii) the "Per-Share Recovery" for the Settlement, which will be determined by dividing the total amount of the Net Settlement Fund by the total number of Eligible Shares held by all Eligible Class Members. As explained in further detail in the Long-Form Notice at paragraphs 25-35, pursuant to the Plan of Allocation, payments from the Net Settlement Fund to Eligible Class Members will be made in the same manner in which Eligible Class Members received the Merger Consideration. Eligible Class Members do not have to submit a claim form to receive a payment from the Settlement.

Any objections to the proposed Settlement, the proposed Plan of Allocation, or Lead Counsel's application for a Fee and Expense Award, including any application by Lead Plaintiff and Additional Plaintiff Chicago Park for Incentive Awards, must be filed with the Register in Chancery in the Court of Chancery of the State of Delaware and delivered to Lead Counsel, Representative Defendants' Counsel, and Paramount's Counsel such that they are received no later than July 10, 2023, in accordance with the instructions set forth in the Long-Form Notice.

Please do not contact the Court or the Office of the Register in Chancery regarding this Summary Notice. All questions about this Summary Notice, the proposed Settlement, or your eligibility to participate in the Settlement should be directed to the Settlement Administrator or Lead Counsel.

Requests for the Long-Form Notice should be made to the Settlement Administrator:

Viacom Stockholders Litigation
c/o A.B. Data, Ltd. 
P.O. Box 173058 
Milwaukee, WI 53217

877-390-3177 
[email protected]
www.ViacomStockholdersLitigation.com

Inquiries, other than requests for the Long-Form Notice, should be made to Lead Counsel:

Edward Timlin
Bernstein Litowitz Berger & Grossmann LLP
1251 Avenue of the Americas, 44th Floor
New York, NY 10020

800–380–8496
[email protected] 

BY ORDER OF THE COURT 
OF CHANCERY OF THE
STATE OF DELAWARE

¹ "Eligible Class Members" has the meaning ascribed to it in the Long-Form Notice. 
² "Eligible Shares" has the meaning ascribed to it in the Long-Form Notice.

SOURCE Bernstein Litowitz Berger & Grossmann LLP

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