Viacom to Acquire BET Holdings
Transaction Includes Black Entertainment Television (BET) And Other Cable Networks, BET Books, and BET.com

New York/Washington,D.C., - Viacom Inc. (NYSE: VIA andVIA.B) and privately held BET Holdings II, Inc. jointly announced todaythat Viacom has agreed to acquire BET for a total of $3 billion consistingof Viacom Class B Common Stock and the assumption of debt. Robert L.Johnson, Chairman and majority owner of BET Holdings, and founder ofBlack Entertainment Television, the first and largest national cablenetwork targeted to African Americans, will remain Chairman and CEO,reporting to Viacom President and Chief Operating Officer Mel Karmazin.Debra Lee, BET President and Chief Operating Officer, also will continuein that role following the completion of the transaction, which is expectedto occur early next year.

BET will remain headquartered in Washington, D.C., with offices in NewYork, Los Angeles, Chicago, and the United Kingdom.

The transaction includes: Black Entertainment Television, which reaches62.4 million households in the U.S.; BET on Jazz: The Cable Jazz ChannelTM,the country's only 24-hour network devoted to jazz music and jazz enthusiasts;BET InternationalTM, a hybrid of BET and BET on Jazz programming reaching14 countries around the world; and BET Books, the leading publisher ofAfrican American-themed romance novels under the label of Arabesque Books.Also part of the transaction is BET Holdings' interest in BET.com, anonline portal that provides content and community experiences tailoredto the unique interests, preferences and issues of African Americans,ages 18-49, through a variety of online channels, including news, sports,health, careers, money, music, entertainment and food; BET's programminginterest in two XM Radio Satellite program channels (Urban AC and Jazz)that complement the BET cable network assets; and BET Pictures II, aproducer of movies and documentaries that air on BET networks. Mr. Johnsonand Liberty Media Corporation, the present shareholders of BET, willretain various other assets of BET Holdings.

"The addition of Black Entertainment Television and the other leadingBET cable networks and online operations, along with the extraordinarymanagerial talent of Bob Johnson and his team, is a significant milestonefor Viacom," said Sumner M. Redstone, Chairman and Chief Executive Officerof Viacom. "This transaction will significantly enhance our roster ofleading brands, and make our already great management team even better.I am pleased that my long relationships with Bob Johnson and John Malone,close friends of mine and pioneers in our industry, are culminating inthis very positive and important transaction."

"This accretive transaction is a major step forward in our strategy toexpand in the fastest-growing media industry segments and will immediatelybenefit shareholders, as well as broaden our already formidable presenceas the largest national and local platform for advertisers," said Mr.Karmazin. "Viacom is home to the industry's most creative and distinctivebranded programming, the perfect environment for BET's television andonline businesses to continue to grow and prosper. Bob Johnson and histerrific management team will now have the financial and marketing supportof the entire Viacom family. I am personally looking forward to workingwith Bob and the entire BET organization as they continue to build ontheir extraordinary legacy as a unique and independent programming voicefor the African-American community."

"Viacom is the perfect home for BET, a healthy, profitable business andthe dominant media brand serving the African-American consumer," saidMr. Johnson. "Combining the assets of BET with the global resources andbrands of Viacom will create a platform that is even stronger and betterpositioned to deliver the wants and needs of BET's core audience. Wewill be able to continue to push programming to new heights, expand ourdistribution globally and leverage the marketing resources of the bestadvertising-driven media company in the world."

Ms. Lee said: "I am excited to be joining the best management team inthe business. It's clear that Sumner and Mel fully support BET's missionand are committed to providing the resources-and the creative autonomy-tocontinue to create great programming targeted to African Americans. Iam looking forward to starting this new chapter in BET's success story."

The tax-free transaction is subject to customary regulatory approvals.The final exchange ratio will be based on the trading prices of ViacomClass B Common Stock during a measurement period immediately before theclosing of the transaction.

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