Paramount Is Trying to Kill the Netflix–Warner Bros. Deal

Warner Bros. Pictures logo (Harry Potter opening) Image: Warner Bros.

Paramount has submitted an all-cash proposal of roughly $108.4 billion to acquire Warner Bros. Discovery, positioning itself against Netflix’s earlier $82.7 billion offer to buy the studio. Unlike Netflix’s plan, Paramount’s bid targets the entire WBD enterprise — including its Global Networks division that operates channels such as CNN, TBS and TNT — rather than a carve-out.

In a news release, Paramount described its approach as “a superior alternative to the Netflix transaction, which offers inferior and uncertain value and exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash.” The company emphasized that its proposal would deliver about $18 billion more in cash to WBD shareholders than the Netflix offer.

“WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company,” David Ellison, chairman and CEO of Paramount, 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 which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximize the value of their shares.”

Paramount’s bid is supported by the Ellison family — including Larry Ellison, Oracle’s founder and CTO — alongside RedBird Capital, with committed financing from Bank of America, Citi and Apollo Global Management.

Before the Netflix agreement became public, Paramount’s legal team accused Warner Bros. Discovery of conducting an unfair sale process, arguing the company had “abandoned the semblance and reality of a fair transaction process” and appeared to favor a single bidder.

Paramount says it offered WBD six separate proposals but that the company “never engaged meaningfully with these proposals,” which Paramount maintains would have produced a better outcome for shareholders.

“We believe our offer will create a stronger Hollywood,” Ellison added. “It is in the best interests of the creative community, consumers, and the movie theater industry. We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction. We look forward to working to expeditiously deliver this opportunity so that all stakeholders can begin to capitalize on the benefits of the combined company.”

Paramount is not the only party raising objections to the Netflix-WBD proposal. SAG-AFTRA, the union representing actors and other creative professionals, expressed concerns that the consolidation could harm those who depend on the industry’s creative ecosystem.

“There’s no question it could be a problem,” former President Trump said on Sunday, adding he would be “involved in the deal,” according to Reuters. Trump — who has ties to Larry Ellison — has recently engaged with Paramount over other matters, and on Dec. 8 criticized Paramount’s leadership after an interview with Rep. Marjorie Taylor Greene aired on 60 Minutes, posting on social media that “They are no better than the old leadership.”

 

Source: Polygon

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