Paramount is continuing to tout the benefits of its all-cash $30-per-share offer to shareholders of Warner Bros. Discovery, whose board has unanimously rejected the proposal in favor of Netflix’s.
Per WBD’s board, the Paramount Skydance offer is not in the best interests of the company and its shareholders.
“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders,” said Samuel A. Di Piazza, Jr., chair of the Warner Bros. Discovery Board of Directors. “This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination.”
Paramount is urging WBD shareholders to consider the offer it claims delivers “superior value and a faster, more certain path to completion than the Netflix transaction.”
David Ellison, chairman and CEO of Paramount, said: “We remain committed to bringing together two iconic Hollywood studios to create a unique global entertainment leader. Our proposal clearly offers WBD shareholders superior value and certainty, a clear path to close, and does not leave them with a heavily indebted sub-scale linear business. I have been encouraged by the feedback we have received from WBD shareholders who clearly understand the benefits of our offer. We will continue to move forward to deliver this transaction, which is in the best interest of WBD shareholders, consumers, and the creative industries.”
Paramount alleges that WBD “seeks to mislead its shareholders into believing this is a complicated question about legal documents. In reality, it is all quite simple: $30 in cash fully backstopped by a well-capitalized trust (in existence for approximately 40 years) of one of the most well-known founders and entrepreneurs in the world, Larry Ellison. Yet from mid-September all the way through to December 4, what is glaring is the absolute resistance on the part of WBD to even engage in a single negotiating session with Paramount or its advisors, and a refusal even to provide a mark-up of any transaction document.”
For its part, Netflix has welcomed the WBD board position. “The Warner Bros. Discovery Board reinforced that Netîix’s merger agreement is superior and that our acquisition is in the best interest of stockholders,” said Ted Sarandos, co-CEO. “This was a competitive process that delivered the best outcome for consumers, creators, stockholders and the broader entertainment industry. Netfîix and Warner Bros. complement each other, and we’re excited to combine our strengths with their theatrical dílm division, world-class television studio, and the iconic HBO brand, which will continue to focus on prestige television. We’re also fully committed to releasing Warner Bros. fílms in theaters, with a traditional window, so audiences everywhere can enjoy them on the big screen.”
