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Netflix has made a bold move by proposing an all-cash acquisition of Warner Bros. Discovery’s studio and streaming divisions. This strategic play is designed to appeal to Warner’s shareholders as part of its $72 billion merger plan, while also countering a potential hostile takeover bid from Skydance-owned Paramount.
Last December, Netflix initially proposed a cash and stock transaction with Warner, valuing the deal at $27.75 per share. This set Warner’s total enterprise value, including debt, at $82.7 billion. However, both companies announced a revision of the agreement on Tuesday, aiming to simplify the transaction structure, offer more value certainty to Warner’s shareholders, and expedite the process towards a shareholder vote, anticipated by April.
The revised deal maintains an all-cash valuation of $27.75 per Warner share. Additionally, Warner’s shareholders stand to benefit from shares in Discovery Global, which is set to become a standalone public entity following its separation from Warner Bros., as previously planned.
Warner’s leadership has consistently supported the merger with Netflix, and the boards of both companies have given their nod to the all-cash offer revealed on Tuesday. Warner CEO David Zaslav expressed that the updated deal “brings us even closer to uniting two of the greatest storytelling companies globally.”
A Paramount spokesperson remained tight-lipped when contacted by The Associated Press on Tuesday. Unlike Netflix, Paramount is pursuing Warner’s entire portfolio, including its networks such as CNN and Discovery, with a direct-to-shareholders all-cash bid of $77.9 billion made last month.
Warner stockholders have until 5 p.m. ET Wednesday to tender their shares in support of Paramount’s bid, which has an enterprise value of $108 billion including debt. But that deadline could be pushed back further. While Paramount declined to share further details on Tuesday, the Wall Street Journal reported last week that the company was planning on another extension.
Beyond its tender offer, Paramount has promised a proxy fight. Last week, the company said it would nominate its own slate of directors before the Warner’s next shareholder meeting, the date of which has still not been set.
Paramount also filed a suit in Delaware Chancery Court seeking to compel Warner Bros. to disclose to shareholders how it values its bid and the competing offer from Netflix. But a judge on Thursday denied Paramount’s request to expedite that proceeding.
In a statement at the time, Warner applauded the court’s decision and called Paramount’s lawsuit “yet another unserious attempt to distract.” Paramount, meanwhile, maintained that the ruling wasn’t about the merits of its allegations and said Warner shareholders “should ask why their Board is working so hard to hide this information.”
Regardless of who eventually wins the upper hand, a Warner Bros. Discovery sale could be a long, drawn-out process that is almost certain to attract tremendous antitrust scrutiny. On Tuesday, Netflix and Warner maintained that they expect to close on a merger 12 to 18 months from December’s agreement.
Still, Paramount’s hostile bid could complicate that timeline. Politics are also expected to come into play under President Donald Trump, who has made unprecedented suggestions about his personal involvement on whether a deal will go through.
Trade groups across the media and entertainment industry have sounded the alarm over both bids, warning that further consolidation in the industry could result in job losses and less diversity in content – with particularly negative consequences for filmmaking.
The companies have spoken on those concerns. On Tuesday, Netflix co-CEO Ted Sarandos said combining with Warner “will deliver broader choice and greater value to audiences worldwide” both at home and in theaters – while “driving job creation and long-term industry growth.”
Netflix’s stock inched up just under 1% Tuesday morning, while shares of Warner Bros. Discovery and Paramount-Skydance fell slightly.
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