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The Deal Of A Lifetime Buying CBS gives Viacom's Redstone a real empire. Can he share power?
By Craig Matters; Natasha Rafi; Sumner Redstone

(MONEY Magazine) – At 76, Viacom CEO Sumner Redstone doesn't mind letting you know he's cool. Sure he watches MTV, Viacom's music video network; in fact, he says, just the other day Snoopy stopped by the Viacom building. Okay, he means rapper Snoop Doggy Dogg. But make no mistake, Redstone knows the cast that creates his company's bottom line. From The Rugrats Movie to mtv in China to cineplexes in Poland, he rattles off audience and ad sales numbers in a steady stream, reveling in the assets he controls.

Those assets are about to double. In a deal that has Wall Street gushing, Viacom is buying CBS to create the world's second biggest media company. Redstone, whose family controls two-thirds of the voting power in Viacom's stock, will now oversee the Paramount studio, seven cable networks, the No. 1 broadcast network, and top radio and Internet brands. It's a far cry from the chain of movie theaters Redstone was running 12 years ago when he bid for Viacom.

While Redstone has top billing, he now must share the limelight with CBS chief Mel Karmazin, 56, who will be president and chief operating officer of the merged company. The combination of these strong wills is among the deal's biggest pluses--and biggest question marks. Redstone, after all, has a history of firing deputies; Karmazin isn't shy about pushing out a boss. Under the terms of the deal, Redstone would need 14 votes of an 18-member board to can his new buddy. The CEO spoke recently about the management issue and his vision for Viacom with MONEY's Craig Matters and Natasha Rafi.

Q. You've been quoted as saying Mel Karmazin seduced you. But why did you do the deal?

A. When Mel finally said to me, "I'm not going to waste your time--I'm going to agree that you have control, and I will not look for a premium even though you retain control," then I knew it was a go. The asset mix is tremendous because it's so complementary.

Q. Until this deal, it looked as if you saw Viacom's future in programming, not distribution. But now you've acquired a top TV network and a radio network. What's behind this?

A. A long time ago, I said it was my vision to create the pre-eminent software-driven--meaning programming--media company. While that was my goal, I certainly didn't rule out being king of both content and distribution. Between CBS and Viacom, we control about $10 billion of revenue. The advertising market is supposed to go up 8% next year. And we are surely going to more than participate in that. We're in a position to offer a single advertiser just about every platform. You know, people say we go from hip to the audience that needs hip replacement.

Q. The management structure has been much discussed. How are you and Mel going to get along?

A. We're getting along fine. He handles himself absolutely perfectly. In many instances, he's deferential, and I handle him perfectly too. We both, as I have said, are very much alike. I started with nothing and finally got the few drive-ins and now control this big company. He also started with virtually nothing. And he's committed everything that he built in his life to the success of this merger.

Q. But you put it in writing, just to make sure.

A. Whatever. The idea that I would bring Mel aboard and fire him next is absurd. It was a condition of the deal that he come.

Q. Viacom will get more of its revenues from advertising than other media giants. What happens in a recession?

A. If you look back at the last recession, the MTV Networks thrived in that environment. While I don't look at the world through rose-tinted glasses, we don't see anything on the horizon that would suggest that the advertising world is going away. I'm not saying never could there be a downturn. But generally speaking, over a long period, I see exuberant advertising.

Q. What is your strategy outside the U.S.?

A. The rest of the media world talks about globalization. We're the only ones to have done it. Today, MTV is in 300 million households, over a quarter of the world's television households, growing very fast. Nickelodeon is now in 142 countries. I've been driving all of our businesses overseas. And the reason I give is 4%. People say, What's 4%? An interest rate? No, 4% is the number of the world's eyeballs in the United States. Which means 96% are outside the United States, and this company, unlike any other, is competing for the world's leisure time.

Q. On a recent trip to China, you said, "Journalistic integrity must prevail in the final analysis, but that doesn't mean that journalistic integrity should be exercised in a way that is unnecessarily offensive to the country in which you operate." Given that you're about to become Dan Rather's boss, what did you mean?

A. That was pounced on by journalists with great journalistic integrity, right? Anybody who knows me knows that I would no sooner presume to tell CBS how to run its news division or what to report or how to report it than jump out of this window. Well, not quite. But seriously, that's absurd.