| MUMBAI:
Soros Strategic Partners LP and Dune Entertainment II LLC, an affiliate of Dune
Capital Management LP, have signed a definitive agreement with Viacom Inc. to
purchase the film library of Paramount Pictures’ DreamWorks LLC for $900
million.
The library sale, subject
to customary closing conditions, is expected to close in April. The transaction
completes the second stage of the DreamWorks acquisition. After the conversion
of certain commercial agreements from debt to advances, Viacom expects a net purchase
price for DreamWorks of approximately $600 million. Under the terms of the library
transaction Soros and Dune will acquire all 59 DreamWorks live action films released
through 15 September 2005. Soros will enter into an exclusive five-year agreement
with Paramount to distribute the library. Viacom will retain ownership of music
publishing and certain other ancillary and derivative rights associated with the
library including sequel and merchandising rights. In addition, Viacom will retain
a minority interest in the entity holding the library assets. Viacom has
retained certain rights to reacquire the library and Soros and Dune have the right
to sell the library to Viacom, beginning at the end of the fifth year, at the
then current fair market value. Additionally, the parties have certain rights
to acquire the other’s interest in the library at fair market value at any
time upon the triggering of certain events. In the event that Soros continues
to own the library after the fifth year, the distribution agreement with Paramount
will automatically renew. "After a thorough process that resulted in
great interest for the DreamWorks film library, we’re pleased to have reached
an agreement with Soros and Dune that has outstanding terms for all parties and
is well within our expected sales price range. By significantly reducing our capital
investment, this transaction materially increases our expected return on invested
capital for the DreamWorks acquisition. Additionally, we retain all the strategic
and operational benefits of the combination," said Viacom executive vice
president and chief financial officer Michael Dolan. | 
