Acceptance of the bid would trigger a US$2.8 billion breakup fee payable to Netflix
[LOS ANGELES] Paramount Skydance on Monday (Dec 9) launched a hostile bid worth US$108.4 billion for Warner Bros Discovery, in a last-ditch effort to outbid Netflix and create a media powerhouse that would challenge the dominance of the streaming giant.
Netflix had emerged victorious on Friday from a weeks-long bidding war with Paramount and Comcast, securing a US$72 billion equity deal for Warner Bros Discovery’s TV, film studios and streaming assets. But Paramount’s latest attempt means the jockeying for Warner Bros and its prized HBO and DC Comics assets will not come to a conclusion swiftly.
The Warner Bros Discovery board of directors on Monday afternoon said it would review Paramount’s offer, but was not modifying its recommendation with respect to Netflix. It advised the company to “take no action at this time” in regard to the Paramount Skydance proposal.
Paramount’s US$30-per-share cash offer includes financing from Affinity Partners, the investment firm run by Jared Kushner, US President Donald Trump’s son-in-law, and several Middle Eastern government-run investment funds, and is backstopped by the Ellison family.
Larry Ellison, the world’s second-richest person, is the father of Paramount head David Ellison and has close ties to the White House. Larry Ellison called Trump after the Netflix deal was announced and told him the transaction would hurt competition, the Wall Street Journal reported, citing a White House official and a person familiar with the matter.
The studio argues its bid for the entirety of Warner Bros Discovery is superior to Netflix, giving shareholders US$18 billion more in cash and an easier path to regulatory approval. It said a Paramount-Warner Bros combination, which would be among the largest media deals in history, would be in the best interest of the creative community, movie theaters and consumers, who would benefit from enhanced competition.
“We believe our offer will create a stronger Hollywood,” Paramount CEO David Ellison said in a statement. Separately, he said Paramount’s proposal offered “higher headline value, increased certainty in that value, greater regulatory certainty, and a pro-Hollywood, pro-consumer and pro-competition future.”
Paramount’s bid includes Warner Bros Discovery’s cable television properties; Netflix’s bid is limited to the Warner Bros film and television studios, HBO and the HBO Max streaming service.
Analysts noted that Paramount’s offer comes with its own antitrust scrutiny as a consolidation of two major television operators. Last month, Democratic senators warned that such a transaction would result in “one company controlling almost everything Americans watch on TV.”
The combined studio would also have a greater market share than current leader Disney, and add to fears of consolidation that have hit the industry in recent years. The offer represents a 139 per cent premium over the company’s value from before the buyout talks started, and bests Netflix’s US$27.75 offer that mixes cash and stock.
Kushner, Saudis part of paramount offer
At a UBS conference, Netflix co-CEO Ted Sarandos said Paramount’s hostile bid for Warner Bros was “entirely expected,” but added that he was confident of closing the deal.
“In the offer that Paramount was talking about today, the Ellisons were talking about US$6 billion of synergies,” said Sarandos. “Where do you think synergies come from? Cutting jobs? So we’re not cutting jobs. We’re making jobs.”
In a regulatory filing, Paramount said that the Ellison family, which owns Paramount, along with private equity firm RedBird Capital, had agreed to backstop US$40.7 billion in equity capital. The offer also includes financing from Kushner’s Affinity Partners, the Saudi and Qatari sovereign wealth funds, and L’imad Holding, owned by the government of Abu Dhabi.
“A Paramount Skydance-Warner Bros merger would be a five-alarm antitrust fire and exactly what our anti-monopoly laws are written to prevent,” US Senator Elizabeth Warren, a Democrat, said on Monday. The hostile bid “is backed by a who’s who of Trump buddies … raising serious questions about influence-peddling, political favouritism, and national security risks.”
If Warner Bros accepts Paramount’s offer, it will have to pay Netflix a US$2.8 billion breakup fee. Netflix, on its part, is on the hook for US$5.8 billion if its deal falls through. The streaming pioneer is likely to face strong antitrust scrutiny, and Trump has already raised questions about its offer.
On Monday, Trump said neither bidding party “are friends of mine,” and he wanted “to do what’s right.” He added that he had not spoken to Kushner about the Paramount bid.
Netflix’s bid has already drawn sharp criticism from bipartisan lawmakers and Hollywood unions over concerns that it could lead to job cuts as well as higher prices for consumers.
“While it is perhaps a sad commentary on the US that Paramount thinks its closeness to the occupant of the Oval Office will help it seal the deal, it is merely doing what it can to steal a march on its rival,” said Chris Beauchamp, chief market analyst at UK-based IG Group.
Shares of Paramount were up 7.3 per cent on Monday. Warner Bros Discovery rose 5.3 per cent, while Netflix shares fell 4 per cent.
Twists and turns
Reuters had already reported, citing sources familiar, that Paramount had raised its offer to US$30 per share on Thursday for the entire company, but that the Warner Bros board had concerns about the financing.
“The Warner Bros Discovery acquisition is far from over,” said eMarketer senior analyst Ross Benes. “Paramount will appeal to shareholders, regulators, and politicians to try to stymie Netflix. The battle could become prolonged.”
Paramount maintained that it would be a champion of Hollywood and its talent, would remain committed to releasing movies in theaters, and that its path to regulatory approval would be faster than Netflix’s. In its appeal to shareholders, Paramount said it submitted six proposals over the course of 12 weeks, but Warner Bros “never engaged meaningfully” with these proposals.
The company said it had sent a letter to Warner Bros, questioning the sale process and alleging the company has abandoned a fair bidding process and predetermined Netflix as the winner.
That followed reports that Warner Bros’ management called the Netflix deal a “slam dunk” while speaking negatively about Paramount’s offer. In an interview with CNBC on Monday, David Ellison said there was an “inherent bias” in the bidding. REUTERS
Decoding Asia newsletter: your guide to navigating Asia in a new global order. Sign up here to get Decoding Asia newsletter. Delivered to your inbox. Free.
