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NEW YORK — Warner Bros. has once again turned down a takeover proposal from Paramount, advising its shareholders on Wednesday to support Netflix’s competing offer.
The leadership at Warner has consistently dismissed advances from Paramount, which is owned by Skydance. Just a few weeks ago, Warner encouraged its shareholders to endorse the sale of its streaming and studio divisions to Netflix for a sum of $72 billion. Despite this, Paramount has been trying to enhance its $77.9 billion hostile bid for the entire company.
On Wednesday, Warner Bros. Discovery announced that its board of directors concluded that Paramount’s proposal does not serve the best interests of the company or its shareholders. Consequently, it reiterated its recommendation for shareholders to back the deal with Netflix.
In a statement, Warner Bros. Discovery Chair Samuel Di Piazza Jr. commented, “Paramount’s offer remains inadequate, with terms that involve an excessive amount of debt financing, introducing risks to closure and lacking sufficient protections for our shareholders if the transaction falls through.” He contrasted this with the Netflix agreement, asserting that it “provides superior value and a higher level of certainty.”
Paramount has yet to respond to requests for comment. Its hostile offer, however, remains active, and Warner shareholders have until January 21 to decide whether to accept it.
Late last month, Paramount announced an “irrevocable personal guarantee” from Oracle founder Larry Ellison – who is the father of Paramount CEO David Ellison – to back $40.4 billion in equity financing for the company’s offer. Paramount also increased its promised payout to shareholders to $5.8 billion if the deal is blocked by regulators, matching Netflix’s breakup fee.
In its Wednesday letter to shareholders, Warner expressed concerns about a potential deal with Paramount. Warner said it essentially considers the offer a leveraged buyout, which includes a lot of debt, and also pointed to operating restrictions that it said were imposed by Paramount’s offer and could “hamper WBD’s ability to perform” throughout a transaction.
The battle for Warner and the value of each offer grows complicated because Netflix and Paramount want different things. Netflix’s proposed acquisition includes only Warner’s studio and streaming business, including its legacy TV and movie production arms and platforms like HBO Max. But Paramount wants the entire company – which, beyond studio and streaming, includes networks like CNN and Discovery.
If Netflix is successful, Warner’s news and cable operations would be spun off into their own company, under a previously-announced separation.
A merger with either company could take over a year to close – and will attract tremendous antitrust scrutiny along the way. Due to its size and potential impact, it will almost certainly trigger a review by the U.S. Justice Department, which could sue to block the transaction or request changes. Other countries and regulators overseas may also challenge the merger. 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.
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