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QVC Raises Per-Share Bid to $90 : Merger: A countermove by Viacom could come by Monday. Meanwhile, Paramount suitors prepare for hearing next week.

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TIMES STAFF WRITER

Fresh from securing a massive $1.5-billion investment from BellSouth Corp., QVC Network Inc. on Friday raised its bid for Paramount Communications Inc. to $90 a share.

The bid, which tops by $5 a share Viacom’s competing offer, puts QVC back in the lead in the Paramount bidding war after Viacom upped the ante last week in a surprise move.

QVC’s latest bid is for 51% of Paramount’s stock. The company is offering two classes of QVC stock for the remaining 49%. Based on Friday’s closing stock prices, the new QVC bid is valued at about $10.5 billion, or nearly $1 billion more than Viacom’s offer.

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Viacom, which reached a friendly merger agreement with Paramount eight weeks ago, had no comment. It is widely believed, however, that Viacom’s next move could come by Monday.

Analysts say both companies have surpassed a reasonable price for Paramount and are engaged in a blow-off-the-roof bidding war based on what they perceive to be the “strategic value” of the assets, which include Paramount Pictures and Simon & Schuster.

But after nearly eight weeks of bids, counter-bids, reconfiguring partnerships and searching out new investors by both Viacom and QVC, observers believe the bidding war is entering its final, crucial stage.

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“It’s the top of the ninth and I don’t think we’re going into extra innings,” said Mario Gabelli, a major Paramount shareholder. “I think the end is near.”

Wall Street had been anticipating that QVC would raise its bid after it concluded difficult negotiations to bring BellSouth in as an investor. QVC’s bid for Paramount is being backed by a group of cable operators, including Comcast Corp., Cox Enterprises and Advance Publications.

BellSouth’s investment, which is contingent on QVC winning Paramount, supplants Liberty Media Corp., which will divest its QVC stake due to regulatory concerns. Liberty is being reacquired by Tele-Communications Inc., the giant cable company that itself is merging with Bell Atlantic Corp. TCI holds a variety of stakes in various TV programming companies.

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Analysts said QVC had to raise its bid no later than Monday because it needs to go into a Delaware court hearing Tuesday showing that it has an equivalent offer for Paramount. QVC is challenging Paramount’s merger agreement with Viacom to force it to the bargaining table.

Such a move, however, “opens up the possibility that Viacom will come back with something this weekend,” said Edward Hatch, an analyst with UBS Securities in New York.

Indeed, Viacom has consistently surprised QVC and its advisers by making unexpected moves.

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First, Viacom matched QVC’s $80-a-share tender offer when many had expected its sweetened bid to fall short, and last weekend it took the lead and raised its bid to $85 a share, even though QVC had not yet revised its own offer.

Under securities regulations, Paramount shareholders must have 10 business days to consider QVC’s sweetened bid, pushing the expiration of its tender offer back to Nov. 29 from Nov. 24. Viacom must revise its bid before Monday if it does not want to give QVC a timing advantage.

Many analysts believe that Viacom Chairman Sumner Redstone is unprepared to go above $90 a share in his quest for Paramount. They note that Redstone negotiated a lockup agreement with Paramount that could net Viacom a nearly $600-million windfall, based on QVC’s current offer, if it does not complete its merger.

But much depends on next week’s hearing in Delaware. In addition to challenging the lockup agreement, QVC is trying to overturn Paramount’s “poison pill” that would flood the market with Paramount stock in the event of a hostile takeover, making QVC’s bid prohibitively expensive.

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Paramount stock rose 50 cents to $83 in advance of the news, which came after the market closed. QVC slumped $2.125 to $49.625. Viacom Class A shares lost 37.5 cents to $54.625, and Viacom Class B shares fell 62.5 cents to $46.875. BellSouth dropped $1.125 to $56.50.

Viacom also said Friday that it had received commitments for a $4.8-billion credit facility, including $3.7 billion in senior unsecured revolving credit and a $1.1-billion bridge loan.

The bridge loan is temporary financing until regulatory approval is granted for Nynex’s planned $1.2-billion investment in Viacom.

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