What Shari Redstone won’t say about a Viacom deal

CBS and Viacom reported earnings on Thursday — and refused to discuss what everyone wanted to know: the status of their merger plans.

“We will not be responding to questions or comments regarding potential M&A,” reps from Viacom sternly noted at the top of their third-quarter earnings call. Likewise, a CBS official warned that executives would “not be commenting on speculation” about the deal on its earnings call.

Despite the dearth of details, sources with direct knowledge of the deal said the merger could be announced within days.

Holding up the process are negotiations over the exchange ratio, or the number of new shares that will be given to shareholders of a company that is being acquired — in this case, Viacom, they said.

Recent talks have also touched on how to compensate CBS for agreeing to put Viacom boss Bob Bakish at the head of the combined companies — as well as how to account for potential casualties of the merger, like shareholder lawsuits contesting the deal, sources told The Post.

“Everyone is working very hard,” said one source, adding that the two sides have been reworking their proposals on the exchange ratio.

The main sticking point has been how to value the companies, two separate sources said.

On Thursday, Bakish did his best to tout Viacom as a success story, declaring that the “turnaround phase is behind us.” He emphasized that its once struggling Paramount film studio is on track to full-year profitability and that Viacom returned to domestic ad sales growth after 20 quarters of declines.

Shari Redstone, who is the vice chairwoman of both firms and president of their parent company National Amusements Inc., has been pushing to combine CBS and Viacom, which owns Nickelodeon and MTV, in order to create a media conglomerate large enough to compete with cash-rich titans such as Netflix, Disney and Amazon.

CBS and Viacom came close to merging a year ago, but talks were derailed after they couldn’t reach an agreement over who would run the combined company.

This time, the two companies have agreed to a leadership plan that places Bakish at the head of the table with CBS acting CEO Joe Ianniello overseeing all of the CBS branded assets, sources said.

In the first go-around, the boards agreed on an exchange ratio of 0.6135 CBS share for every Viacom Class B share.

The current boards are not relying on last year’s exchange ratio because the companies’ financials have changed, said a source close to the process.

“Probably Viacom’s biggest achievement … is somehow convincing so many people this is a ‘turnaround,’ ” Bernstein analyst Todd Juenger said in a research note. “They basically have had one show, ‘Jersey Shore,’ the acquisition of [streaming service] Pluto, not exactly Disney+, and a movie studio that is no longer losing money, but still not earning its cost of capital.”

Neither CBS, Viacom nor National Amusements Inc. reps commented for this article.

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