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[11/03/05 - 12:00 AM]
CBS to Acquire CsTV: College Sports Television Networks

[via press release from CBS]

CBS TO ACQUIRE CSTV: COLLEGE SPORTS TELEVISION NETWORKS

Popular Cable and Satellite Sports Network with Nearly 15 Million Subscribers, More Than 250 Collegiate Athletic Websites and Fast-Growing CSTV.COM, Plus Soon-To-Launch Regional Cable College Sports Networks, Mark CBS�s Entry Into Cable Sports Arena

CBS today announced the acquisition of CSTV Networks, Inc., the leading digital media company devoted exclusively to college athletics. The announcement was made by Leslie Moonves, Chairman of CBS and Co-President and Co-Chief Operating Officer of Viacom Inc.

CBS is acquiring CSTV Networks, Inc. for $325 million. The transaction is likely to close in early January 2006, after certain governmental approvals are obtained, and after the split of Viacom into two discrete entities, which is expected by the end of 2005. At that time, consideration for the transaction will be in CBS Corporation Class B non-voting common stock.

The new cable programming entity will be operated by its founder and CEO, Brian Bedol, who will report to Moonves. The acquisition includes:

� A digital cable network featuring 30 men�s and women�s college sports events and nearly 15 million subscribers by year end and growing; license deals now include numerous sports agreements with colleges, universities and conferences across the nation;

� Online properties consisting of a network of more than 250 official college athletic websites -- each maintained and managed for its institution by CSTV -- featuring full video and audio, news, scores, community elements and e-commerce for retail college sports-related products;

� A fast-growing website, www.CSTV.com, that supports the cable networks and other online properties. In its most recent analysis, Comscore Media Metrix ranked the CSTV.com network as one of the top 10 destinations with the greatest prior monthly increase in unique visitors during the month of September 2005, with a 43 percent increase from August and more than 7.5 million unique visitors;

� Regional College Sports Networks to be launched in 2006, featuring the sporting events of the Mountain West Conference and Conference USA, including Utah, Brigham Young University, University of Nevada, Las Vegas, Memphis, Southern Mississippi, Marshall and others.

�I am very excited about this acquisition, which brings a new dimension to our efforts in sports and the digital space as well,� said Moonves. �We�re not only getting hugely valuable assets here, we�re acquiring a superb management team that has a proven record in building lucrative sports television franchises. College athletics and the online community it generates represent one of the biggest sectors in sports television, and CSTV has made tremendous strides in capturing this market. We think it�s a natural fit for our company and we�re confident that, as part of CBS, it will continue to grow and compete even more aggressively.�

Moonves added: "As the founder of The Classic Sports Network and other ventures, Brian has proven himself to be a truly creative business manager with a track record of getting things done. I am particularly pleased that he and his partner Chris Bevilacqua come along with this deal. They will be a valuable addition to the CBS team.�

�CSTV was built to offer college sports enthusiasts access to content for which they have passion, whether it be on television, the Internet or any platform, for that matter,� said Bedol. �Through this transaction, we will now have the ability to help those consumers transition from the mass media of CBS Sports to the personalized media of the Web, and many points in between. Taking our partnership with CBS to this level is the ideal way to solidify our growing business. Chris and I couldn�t be more enthusiastic about the exciting days that lie ahead.�

Moonves further noted that the new collegiate sports business would work closely with the Company�s existing operations at CBS Sports and CBS Digital Media, assuring that the new cable sports operations are fully integrated into CBS�s activities in those arenas. With this acquisition, CBS Corporation will have a larger sports Web audience than any other online medium -- 19 million unique users.

�Putting our existing resources and events together with these great cable and online assets makes tremendous sense,� Moonves added. �In bringing our operations under one roof, our presence in the college sports community grows even stronger, and the programming possibilities on national cable, regional sports networks and the Internet are very exciting indeed. Add to that our ability to leverage the best advertising sales organization in the business to build new revenue across all our television platforms, and you have a truly great deal.�

Brian Bedol is CEO of CSTV Networks, Inc. (www.CSTV.com). Through its numerous platforms, CSTV provides more live college sports games, events, news, information, analysis and broadband content, and reaches more college sports fans than any other company.

Prior to co-founding CSTV, Bedol was the Creator, Co�Founder and CEO of Classic Sports Network, now known as ESPN Classic. Classic Sports Network, a cable channel launched to critical and popular acclaim in May 1995, is considered one of the cable industry's greatest against�the�odds success stories. It was sold to ESPN in October 1997.

Before he created Classic Sports Network, Bedol served as Senior Vice President of Time Warner Enterprises, where he was involved in the launch and supervision of several of Time Warner's entrepreneurial business units, including Quincy Jones Entertainment, CourtTV and Six Flags Theme Parks. Bedol's responsibilities included the oversight of Six Flags' creative and marketing operations, and he also sat on the company's board of directors. During his tenure, Six Flags set all�time attendance, revenue and profit records.

Earlier in Bedol�s career, he worked as a writer and producer in the early days of MTV at Warner Amex Satellite Entertainment. During this period he also supervised on�air promotion for The Movie Channel and helped develop the business plan for Nick-at-Nite.

A native of Cleveland, Bedol holds a B.S. degree from Boston University's College of Communications and an M.B.A. from Harvard.

CSTV Networks, Inc. is the leading digital sports media company, connecting more fans to more college sports than any other company. Its many platforms for programming distribution include CSTV: College Sports TV, televising regular-season and championship events for 30 men�s and women�s college sports; CSTV.com and its network of nearly 250 official athletic sites; CSTV All Access, online and pay-per-view subscription services providing live audio and video of more than 6,000 events annually; as well as satellite television and radio, in-flight entertainment, wireless networks and more. Further information is available at www.CSTV.com.

Upon the split of Viacom Inc. (NYSE: VIA and VIA.B), the CBS Corporation will be a mass media company with constituent parts that reach back to the beginnings of the broadcast industry, as well as newer businesses that operate on the leading edge of the media industry. It will have operations in virtually every field of media and entertainment, including broadcast television (CBS and UPN), cable television (Showtime), local television (Viacom Television Stations Group), television production and syndication (Paramount Television and King World), radio (Infinity Broadcasting), advertising on out-of-home media (Viacom Outdoor), publishing (Simon & Schuster) and theme parks (Paramount Parks).





  [november 2005]  
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