London and New York – Viacom Inc. and Northern & Shell Media Group announced a definitive agreement for the acquisition of Channel 5 Broadcasting Limited by Viacom International Media Networks (VIMN) for £450 million (approximately US$757 million) on May 1.

The transaction brings Viacom one of British television’s biggest brands, and the only commercial public service broadcaster to consistently grow viewership share in recent years. Channel 5’s diverse programming slate is viewed by more than 80% of the UK population each month, benefits from the programming grid prominence associated with its public service broadcaster status, and will complement Viacom’s pay-TV networks, which connect with focused and valuable audiences.

“The acquisition of Channel 5 accelerates Viacom’s strategy in the UK, one of the world’s most important and valuable media markets,” said Viacom President and CEO Philippe Dauman. “Channel 5’s momentum is indisputable, with impactful programming, increasing popularity and a growing digital platform. Channel 5’s management and employees have done an outstanding job building their brand and we are pleased to welcome them to our team. Viacom’s global resources, technology and expertise will help Channel 5 develop even more compelling programming and provide content to consumers in exciting new ways. In addition, we will introduce our popular content to new UK audiences and create a comprehensive offering for our commercial partners on-air and on-line.

“This deal will dramatically increase Viacom’s investment in content produced in the UK, which has a widely admired public service broadcasting culture and a globally influential production sector. We look forward to partnering with local producers to introduce more UK-created content to global audiences, and will continue to explore opportunities in the UK, both in the free-to-air and pay television markets.”

Paul Dunthorne, Chief Operating Officer of Channel 5, said, “Since Northern & Shell’s acquisition of Channel 5 in 2010, the financial and operating performance of the business has been transformed with improved audiences and content offering. The combination of Channel 5 with Viacom’s global resources, technology and expertise adds further to the momentum of the business and offers numerous exciting opportunities for the channel’s future.”

The acquisition of Channel 5 builds on Viacom’s long and successful track record of investment in the UK. The company launched MTV in the market in 1987, followed by Nickelodeon in 1993 and Comedy Central in 1995, growing to more than 20 branded TV networks currently on air, including BET, VIVA and VH1. Viacom’s continued growth resulted in it being the most successful international supplier of pay TV channels to the UK market in 2013. MTV enjoyed its highest ratings in eight years in 2013, while Nickelodeon and Comedy Central were also among the top networks for their target demographics.

Under the terms of the agreement, Viacom will acquire all brands and assets of Channel 5 Limited, including:

• Channel 5 launched as the UK’s fifth public service broadcaster in March 1997. Over 42 million UK viewers watch Channel 5 in any given month tuning in to programming as diverse as The Gadget Show, Big Brother, Home and Away, Neighbours, Under the Dome, Ice Road Truckers, the CSI franchise, 5 News and the award winning children’s strand, Milkshake!
• 5* launched as Five Life in October 2006, becoming FIVER in April 2008 and 5* in March 2011. The channel attracts a growing audience of younger viewers with a targeted mix of films, and acquired and original programming.
• 5USA launched in October 2006 and is the 11^th highest rating multichannel in the UK during prime time. The network showcases American programming including CSI, CSI New York, CSI Miami, Person of Interest, NCIS, The Mentalist and films.
• Milkshake! is one of the commercial brand leaders for pre-school children’s programming in the UK, broadcasting a morning block throughout the week that features many of the world’s favourite pre-school characters, including Peppa Pig, Bert and Ernie, Noddy and others. The Milkshake! website is a popular destination for kids, and the brand has a strong track record of producing live children’s entertainment events in the UK.
• Demand 5 is Channel 5’s video-on-demand service, which is offered on more viewing platforms than any other commercial broadcaster in the UK, and delivered over 23 million views in January 2014.

The purchase price of the acquisition will be financed by Viacom’s existing cash balances and the transaction is expected to be accretive immediately after closing. The transaction is subject to customary regulatory approvals.