Viacom Inc said it had formed a special committee to consider National Amusements Inc's proposal to combine the company with CBS Corp.
National Amusements, owned by media baron Sumner Redstone and his daughter Shari Redstone, on Thursday urged the boards of Viacom and CBS to explore a combination.
National Amusements, the majority shareholder of CBS and Viacom, also said it would not support the acquisition of either media company by a third party or surrender its control of either firm.
The committee consists of independent directors Thomas May and Nicole Seligman, who will act as co-chairs, and Kenneth Lerer, Judith McHale, Ronald Nelson and Charles Phillips, Viacom said in a statement.
Apart from Phillips, a long standing member of the Viacom board, all the other members were picked by the Redstones as a part of their battle for control of Viacom which resulted in the departure of former CEO Philippe Dauman.
National Amusements owns 80 percent of the voting shares of both media companies.
Shari Redstone, Sumner Redstone's daughter and an owner of National Amusements, has favored recombining the two companies under the leadership of CBS CEO Leslie Moonves, sources have previously told Reuters.
Viacom has hired Debevoise & Plimpton LLP as its legal advisor, and also expects to retain a financial adviser. (Reporting by Narottam Medhora in Bengaluru; Editing by Shounak Dasgupta)