Warner Bros. Discovery (WBD) has advised investors to take no action as it reviews the latest Paramount takeover proposal.
In a statement released Monday, Warner Bros. Discovery confirmed receipt of Paramount’s amended, unsolicited tender offer and said the company will evaluate it “consistent with its fiduciary duties and in consultation with its independent financial and legal advisors.” Until that review is complete, WBD made clear that shareholders should not tender their shares or respond to the offer in any way.
“The WBD Board carefully reviewed the December 8 Tender Offer and determined that it provided inadequate value and imposed numerous significant risks and costs on WBD and its stockholders, and did not meet the criteria of a ‘Superior Proposal’ under the Netflix Merger Agreement,” the company said.
WBD CEO David Zaslav Speaks at a New York Times event – YouTube, New York Times Events
Paramount Skydance’s amended proposal offers to acquire all outstanding WBD shares for $30 per share in cash. While the price itself has not increased, the revised bid attempts to resolve issues previously flagged by WBD’s board—most notably around financing certainty.
The amended offer now includes a $40.4 billion personal equity financing guarantee by Larry Ellison, the Oracle co-founder and father of Paramount CEO David Ellison, replacing earlier reliance on the Ellison Family Revocable Trust. WBD had previously disclosed in an SEC filing that it viewed the trust-based structure as too risky.
David Ellison in an interview with Bloomberg – YouTube, Bloomberg Podcasts
Additional changes to the amended bid include an enhanced $5.8 billion breakup fee and increased financial flexibility during the interim period should the transaction move forward.
Despite those revisions, Warner Bros. Discovery reiterated that it is not changing its position on its existing deal with Netflix, which was reached after what the company described as a competitive and expedited auction for its studio and streaming assets.
“The Board is not modifying its recommendation with respect to the Netflix Merger Agreement,” WBD stated, adding that it will advise shareholders of its final recommendation on the Paramount offer only after completing its review.
A graphic showing the Netflix and Warner Bros. Logos – Netflix
The dispute escalated earlier this month when Paramount took its case directly to shareholders with a hostile tender offer, bypassing WBD’s board after multiple prior bids were rejected. That move significantly raised the stakes in the ongoing WBD Paramount confrontation, effectively forcing the board to formally evaluate the amended proposal while still urging shareholders to remain on the sidelines.
Shareholders now have until January 21st to tender their shares under Paramount’s amended offer. Until then, WBD’s guidance is unequivocal: no action should be taken while the board completes its review.
Paramount Skydance CEO David Ellison being interviewed – YouTube, CNBC Television
The outcome of the WBD Paramount battle will have major implications for the media landscape, shaping the future ownership of Warner Bros. Discovery’s vast content library and determining whether Netflix’s deal survives the challenge from a hostile bidder willing to escalate both financing commitments and public pressure.
For now, Warner Bros. Discovery is signaling discipline, caution, and control—reviewing the offer, but refusing to blink.
Who do you think will come out on top in the Paramount WBD situation? Sound off in the comments and let us know!
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Tender your WBD shares. Paramount has the superior offer and WBD’s Board sucks.
We’re on the way to a dystopian nightmare already with half-a-dozen super corporations run everything. No matter which way this goes, it won’t be good for consumers.
I’d like to see the WBD board fined and dethroned for accepting a (clearly) inferior offer from Netflix while especially while Paramount also takes the albatross of the TV networks off their hands, dumping the responsibility, headache, and expense of spinning them off into Paramount’s lap. In the mean time there’s little doubt shareholders who got a portion of the spin-off were going to lose a lot of value now that HBO and WB Pictures weren’t around to prop up the failing networks.
Whatever properties WBD was going to spin off aren’t hardly worth a handful of magic beans, so Netflix’s lesser offer, which doesn’t include the spin-offs, may be superior if you are Netflix, but the loss of value from losing those networks doesn’t make the offers equal for shareholders.
I still suspect there is some under the table deal Netflix has with WBD leadership and C-Suite which makes it worth this dumbass fight.
I feel like I’m watching the TTRPG, Shadowrun come to life before my eyes. I know they are already have “Corporate Cities” in places like China and coming soon to Saudi Arabia. But when they start building Shadowrun’s corporate Pyramids here… Yeah, that’s gonna suck.