Viacom, Paramount See Smooth Merger : Entertainment: Chiefs say they expect no competing bid to be made for the latter.

Buoyed by a warm Wall Street reaction to their weekend merger agreement, Viacom Chairman Sumner Redstone and Paramount boss Martin S. Davis were all smiles at a news conference here Monday, promising that no one--not even cable mogul John Malone--will disrupt their union.

Redstone, waxing euphoric over a deal that will leave him with extraordinary control over an $18-billion entertainment conglomerate, declared: “This marriage will never be torn asunder. Martin and I guarantee that.”

Viacom Inc. and Paramount Communications announced plans to merge Sunday, ending an on-again, off-again courtship that stretched over four years. Paramount shareholders will receive $69.14 in cash and Viacom stock for their shares in the new company, dubbed Paramount Viacom International, and Redstone will emerge with 69% of the voting stock. The companies aim to complete the deal by early 1994.

Paramount shares surged in New York Stock Exchange trading Monday, closing up $3.375 to $64.50. Viacom Class A voting shares dipped $1.875 to $64.125 and Class B shares fell $2.625 to close at $56.75 on the American Stock Exchange. Both companies’ stocks had been rising for weeks in anticipation of a deal.

Redstone dismissed speculation that Malone, chairman of Tele-Communications Inc., and his ally Barry Diller--once head of Paramount Pictures and now chairman of QVC Network--were contemplating a competing bid for Paramount.

“The press may be creating a conflict that isn’t there,” Redstone said. Referring to a long personal friendship with Diller, he added that he didn’t know what Diller might have in mind, but he had “no reason to anticipate” a move by Diller.

As for Malone, Redstone said: “I respect him, but I do not fear him. . . . I have some doubts whether he would consider this a great political climate” to pursue what would inevitably be a risky and high-profile takeover attempt.

Davis said Paramount had not received other offers and didn’t expect any. Analysts say Viacom is paying a premium for Paramount in part to discourage rivals. Lisbeth R. Barron, analyst at S.G. Warburg, said she considers it unlikely that Malone, Diller or anyone else will enter the fray. “They made the price high enough that it’s a preemptive bid,” she said.

Still, it remains possible that some party could take a page from Davis’ own book and make a better offer to Paramount stockholders. That’s what Davis did following the original merger agreement between Time Inc. and Warner Communications, and he forced those two companies into a far less attractive merger that remains burdened by a mountain of debt.

Redstone cast Paramount-Viacom as something bigger than pure business, talking a blue streak about the myriad benefits the deal would bring.

“An act of destiny,” he called the merger, referring in one breath not only to the opportunities created by multimedia “information superhighways” but also by the “inexorable trend toward greater commonality of entertainment programming around the world.”

Even as he professed to be “offended by overstatement,” Redstone promised that Viacom and Paramount would become nothing less than the “single most powerful entertainment and communications company in the world.”

Before that can happen, however, there are a few details to tie up--such as who’s going to run what. While Redstone and Davis will be chairman and CEO, respectively, the roles of Viacom CEO Frank J. Biondi Jr. and Paramount President Stanley R. Jaffe are undefined.

Biondi and Jaffe were both on hand Monday in the TV-filled cafeteria of Viacom’s Times Square headquarters, but they didn’t have much to say.

When the 70-year-old Redstone invited them to share their unedited thoughts, Biondi quipped, “What about the mandatory retirement policy?”