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Decision on Paramount Appeal May Come Soon : Merger: Delaware high court could say Monday whether it will rule on lower court’s decision that put QVC’s hostile bid on equal footing with Viacom’s.

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From Times Staff and Wire Reports

The Delaware Supreme Court is expected to decide as early as Monday whether it will hear an appeal by Paramount Communications Inc. and Viacom Inc. contesting a lower court’s decision that blocked the proposed merger of the two entertainment giants.

The decision Wednesday by a Delaware judge put the hostile rival bid by QVC Network Inc. on an equal footing with Viacom’s friendly tender offer. QVC sued Paramount and Viacom in Delaware Court, seeking to force Paramount to the negotiating table.

On Friday, Viacom said it was “pleased” that the Delaware Supreme Court indicated it was willing to hear the appeal. Viacom made the statement after lawyers for Paramount and its rival bidders met with the Delaware Supreme Court in a 90-minute session Friday to discuss scheduling issues of the appeal.

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Viacom said that once the Supreme Court on Monday decides to hear the appeal, it will extend its tender offer for Paramount shares from Nov. 29 to Dec. 9. That is also the date the Delaware Supreme Court has indicated it will hear oral arguments on the appeal.

Both Viacom and QVC said they will not change their offers pending the appeal.

Viacom also said that as of the Nov. 24 close of trading, 18,700,511 shares of Paramount stock had been tendered and not withdrawn. Paramount has about 118.5 million shares outstanding, meaning that only slightly more than 10% of its shares have been tendered.

On Friday, Paramount shares fell 25 cents to close at $79.875 on the New York Stock Exchange. QVC shares fell 12.5 cents to close at $47.625 in Nasdaq trading. Viacom Class A shares were down 87.5 cents to $49.75 and Class B shares fell 25 cents to $44.25, respectively, on the American Stock Exchange.

Paramount’s board will probably convene a committee of independent directors to weigh competing bids, investment bankers and traders told Bloomberg Business News.

“If I was the board, I would say I better find an exit strategy,” said Michael Madden, an investment banker at Kidder, Peabody & Co. “This thing is getting out of hand.”

Independent committees are composed of board members who don’t belong to management. They are convened to ensure a level playing field among bidders in a takeover contest.

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