Tech boss's son announces hostile takeover bid for movie giant
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In a bold move, Paramount has approached Warner Bros Discovery shareholders directly with an all-cash proposal, aiming to secure one of Hollywood’s most coveted assets. This comes after Netflix outmaneuvered them with a winning bid on Friday.

Despite being seen as the leading contender for Warner Bros, Paramount was bypassed when WBD chose Netflix, citing a more profitable arrangement.

Hollywood insiders were taken aback by the Netflix deal, including Paramount’s CEO, David Ellison, who maintains that Paramount’s offer was superior.

Paramount has launched a hostile takeover bid for Warner Bros Discovery after the latter announced a deal with Netflix. (Ethan Swope/Bloomberg/Getty Images via CNN)

In a Monday interview with CNBC, Ellison stated, “On Wall Street, cash reigns supreme.”

He further emphasized, “Our proposal provides shareholders with $17.6 billion more in cash than the current agreement with Netflix. We are confident that when shareholders review our offer, they will recognize its value and choose it.”

Paramount offered US$30 ($45.29) per share in an all-cash deal for the entire company, while Netflix offered US$27.75 ($41.89) for Warner Bros and HBO – US$23.25 ($35.10) per share in cash and US$4.50 ($6.79) in stock.

Netflix maintains its offer is stronger. (AP)

The math is tricky, but Netflix believes the eventual spinoff of WBD’s cable assets, including CNN – which is not included in the Netflix deal – will be worth several dollars per share. In its entirety, Netflix contends that its deal will ultimately be worth more than Paramount’s offer.

Paramount, unlike Netflix, is seeking to buy WBD in its entirety. It notes its offer is worth US$108.4 billion ($163.64 billion) for all of WBD, compared to $82.7 billion ($124.84 billion) for Netflix’s offer, which doesn’t include the value of the company’s cable channels.

In accepting Netflix’s offer last week, WBD’s board clearly decided that the deal was better. It has long been argued that the cable assets will be worth more when spun off than combined with the movie studio and HBO, unlocking significant value for shareholders.

Warner Bros is a movie-making giant whose recent hits include One Battle After Another starring Leonard DiCaprio (pictured in a scene from the film) and the latest big-screen Superman remake. (AP)

On Monday, Paramount said WBD shareholders should decide.

“WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company,” Ellison said in a statement.

“Our public offer, which is on the same terms we provided to the Warner Bros Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion. We believe the WBD Board of Directors is pursuing an inferior proposal.”

WBD’s stock surged 7 per cent to nearly US$28 ($42.27) a share on Monday, as investors anticipated a bidding war. Netflix may come back with an even more lucrative offer to counter Paramount’s bid. Paramount rose 4 per cent and Netflix fell more than 3 per cent.

If WBD ultimately chooses Paramount’s offer, it would owe Netflix a US$2.8 billion ($4.3 billion) breakup fee.

Paramount appeals to shareholders

In addition to his contention that his deal offers WBD shareholders more overall value, Ellison also made the argument that Paramount’s offer stands a higher chance of regulatory approval.

He noted to CNBC that Netflix’s offer would combine the number one streamer with HBO Max, which is number three – a potentially unappealing prospect for skeptical anti-trust authorities.

Ellison touted his positive relationship with US President Donald Trump (who similarly noted Sunday that he has a strong relationship with Netflix co-CEO Ted Sarandos).

David Ellison
Paramount chief executive Daviid Ellison, left, with Dwayne Johnson.

“I’m incredibly grateful for the relationship that I have with the president,” Ellison told CNBC.

“And I also believe he believes in competition. And when you fundamentally look at the marketplace, allowing the number one streaming service to combine with the number three streaming service is anti-competitive.”

Netflix has contended that its deal will pass anti-trust scrutiny. It stands ready to refute Paramount’s marketplace claims by pointing to different metrics: Nielsen’s measurement of the industry shows Netflix with 8 per cent of total TV usage time, slightly under Paramount’s 8.2 per cent. By that measure, Netflix ranks sixth on the Nielsen gauge, with YouTube first and Disney at second.

Ellison said Netflix’s argument was akin to saying Coke could buy Pepsi because Budweiser sold a lot of beer – YouTube is in a different category, he argued.

He also appealed to consumers and the industry. He told CNBC on Monday the Netflix-WBD deal would spell “the death of the theatrical movie business in Hollywood.”

“It’s bad for the consumer, it’s bad for the creative community,” Ellison said. “We’re sitting here trying to save it.”

Ellison gave a sense of his plans for the broader company, creating a “real competitor to Netflix, a real competitor to Disney.” He said Paramount’s offer would better support Hollywood’s creative community than Netflix, which he argued would create an anti-competitive behemoth.

“As someone who spent the last 15 years of my life producing movies and television shows, this is an industry that I love, this is an existential moment for our business, and we believe that what we’re offering is better for Hollywood, it’s better for customers, and it’s pro-competitive,” Ellison told CNBC.

He said buying Warner Bros Discovery would create a healthy competitor that would make the industry stronger.

David Ellison’s father Larry, pictured in the White House, is one of the world’s richest men. (AP)

“What we are doing will create another scaled, healthy buyer for the creative community and talent, will put 30 movies a year in theatres exclusively,” Ellison said.

Ellison has appointed himself an unlikely saviour of Hollywood. It’s early days, but he has invested substantially in Paramount in his first few months on the job.

Although Ellison’s politics have been largely centre-left throughout his career, he has made several overtures to Trump over the past year, sitting with the president at multiple UFC events and agreeing to the administration’s conditions to complete his Paramount acquisition in August.

He also has sought to transform CBS News, paying top dollar for the right-leaning The Free Press and appointing its founder Bari Weiss as CBS’ overseer – a decision that Trump has said he approves.

Ellison said if his offer wins, Paramount would combine CBS News with CNN.

“We want to build a scaled news service that is basically fundamentally in the trust business, that is in the truth business, and that speaks to the 70 per cent of Americans that are in the middle,” Ellison said.

Ellison said he’s had “great conversations” with Trump about Paramount’s plan for its proposed news business, but he added that he didn’t want to speak for Trump, whose son-in-law Jared Kushner is involved in the deal’s financing.

In addition to former Redbird, other investors include Saudi Arabia’s Public Investment Fund and Qatar and Kushner’s Affinity Partners, which has a substantial investment from the Saudi sovereign wealth fund.

To avoid national security scrutiny, the foreign entities have agreed not to take any board seats or vote their equity stakes in the company if the deal were to go through, Paramount announced Monday.

Ellison also said his father, Oracle executive chairman Larry Ellison, one of the world’s richest people, is chipping in an unspecified amount of equity to produce the cash – an amount that David Ellison said was fully backstopped.

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