{"id":181407,"date":"2025-12-08T17:26:07","date_gmt":"2025-12-08T17:26:07","guid":{"rendered":"https:\/\/www.newsbeep.com\/ie\/181407\/"},"modified":"2025-12-08T17:26:07","modified_gmt":"2025-12-08T17:26:07","slug":"paramount-launches-hostile-takeover-bid-for-warner-bros-discovery-at-30-per-share","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/ie\/181407\/","title":{"rendered":"Paramount Launches Hostile Takeover Bid for Warner Bros. Discovery at $30 per Share"},"content":{"rendered":"

\n\tDavid Ellison is not going away quietly in his quest to land Warner Bros. Discovery<\/a>.<\/p>\n

\n\tOn Monday, Ellison\u2019s Paramount Skydance<\/a> announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of WBD for $30 per share \u2014 the same terms it offered in a Dec. 4 bid submitted to the Warner Bros. Discovery\u2019s board. Paramount\u2019s proposed transaction is for the entirety of Warner Bros. Discovery, including the TV business with CNN, TBS, TNT and other networks.<\/p>\n

\n\tParamount\u2019s announcement, taking its bid directly to WBD shareholders, comes after Netflix<\/a> and Warner Bros. Discovery revealed their binding agreement Friday under which Netflix would buy Warner Bros.\u2019s studio operations, HBO and HBO Max for $72 billion<\/a> (with an enterprise value of $82.7 billion).<\/p>\n

\n\tAccording to Paramount, its all-cash offer equates to an enterprise value of $108.4 billion (including assumption of debt) with an equity value of $77.9\u00a0billion. In contrast, the Netflix proposal entails \u201ca volatile and complex structure\u201d valued at $27.75\/share in a mix of cash ($23.25) and stock ($4.50), subject to collar and the future performance of Netflix, equating to an enterprise value of $82.7 billion (excluding the TV biz), per Paramount.<\/p>\n

\n\tParamount said its deal offer for WBD would close within 12 months, compared with Netflix\u2019s projected 12-18 months for completing its deal. WBD is required by law to inform shareholders within 10 business days whether it will accept or reject Paramount Skydance\u2019s $30\/share offer. Paramount\u2019s tender offer, which was approved unanimously by its board, is scheduled to expire at 5 p.m. ET on Jan. 8, 2026, unless the offer is extended.<\/p>\n

\n\t\u201cOur proposal is superior to Netflix in every dimension,\u201d Paramount Skydance CEO David Ellison said on a call Monday morning with analysts and investors.<\/p>\n

\n\tParamount Vows to Release More Than 30 Films Theatrically as It Launches Hostile Takeover Bid for Warner Bros. Discovery<\/a><\/p>\n

\n\t\u201cParamount\u2019s strategically and financially compelling offer to WBD shareholders provides 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,\u201d Paramount said in announcing the hostile takeover maneuver.<\/p>\n

\n\tParamount\u2019s $30\/share offer is backed by $40.7 billion in capital from Oracle co-founder Larry Ellison, David Ellison\u2019s father, and RedBird Capital Partners \u2014 both of which put in the money for Skydance Media\u2019s $8 billion acquisition of Paramount Global.<\/p>\n

\n\tParamount\u2019s offer for WBD as of Dec. 1 also included an aggregate $24\u00a0billion\u00a0in backing from the sovereign wealth funds of Saudi Arabia, Qatar and Abu Dhabi<\/a>, according to an SEC filing by the company. Variety had previously reported the the three funds were part of the latest bid<\/a>.<\/p>\n

\n\tIn addition Paramount\u2019s offer is backed by Affinity Partners, the investment company formed by Jared Kushner, who is Donald Trump\u2019s son-in-law, according to the filing. Paramount also said its WBD bid will be financed in part by $54 billion in debt commitments from Bank of America, Citi and Apollo Global Management.<\/p>\n

\n\tAccording to Paramount\u2019s deal terms to WBD, the three Middle Eastern sovereign wealth funds (Saudi Arabia, Qatar and Abu Dhabi) and Kushner\u2019s Affinity Partners \u201chave agreed to forgo any governance rights \u2014 including board representation \u2014 associated with their non-voting equity investments.\u201d As such. according to Paramount, the deal \u201cwill not be within CFIUS\u2019s jurisdiction,\u201d a reference the Committee on Foreign Investment in the United States, which is the U.S. government\u2019s interagency body that reviews foreign investments in U.S. businesses potential national security risks. In addition, Chinese internet company Tencent, which had previously committed $1 billion to the deal, is no longer a financing partner in the $30\/share offer.<\/p>\n

\n\tDavid Ellison previously submitted three bids for WBD, starting with a $19\/share offer in Sept. 14, then $22\/share on Sept. 30 and $23.50\/share on Oct. 19, which comprised 80% cash and 20% stock. The Warner Bros. Discovery board rejected all three offers. Paramount Skydance then submitted an all-cash bid of $26.50\/share on Dec. 1 followed by the $30\/share on Dec. 4, but the board of WBD selected Netflix\u2019s as the buyer for WB and HBO Max. <\/p>\n

\n\tOn the call Monday, Ellison said that Warner Bros. Discovery did not respond at all to Paramount Skydance\u2019s Dec. 4 offer of $30\/share in cash.<\/p>\n

\n\tThe Paramount offer for the entirety of WBD provides shareholders is $18 billion higher than the Netflix proposal \u2014 and Paramount alleged that the WBD board\u2019s recommendation of the Netflix transaction over Paramount\u2019s offer is based on \u201can illusory prospective valuation\u201d of the WBD TV networks entity, to be called Discovery Global, that is \u201cunsupported by the business fundamentals and encumbered by high levels of financial leverage assigned to the entity.\u201d Paramount asserts that WBD\u2019s Discovery Global entity should be valued at $1\/share, whereas WBD estimates the TV company is worth $3 to $4 per share.<\/p>\n

\n\tReps for Warner Bros. Discovery did not immediately respond to requests for comment. Netflix declined to comment.<\/p>\n

\n\tIn his previous bids, Ellison had proposed offering WBD chief David Zaslav a co-chairman and co-CEO role in a merged Paramount Skydance-WBD; it\u2019s not known if that\u2019s still on the table in Paramount\u2019s latest offer.<\/p>\n

\n\tEllison, chairman and CEO of Paramount, said in a statement Monday: \u201cWBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company. 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.\u201d<\/p>\n

\n\tParamount said WBD shareholders can find additional information about the Paramount proposal at strongerhollywood.com<\/a>. Paramount claims the combined Paramount-WBD business will be able to see more than $6 billion in cost synergies, \u201cin addition to the more than $3 billion in standalone cost efficiencies that Paramount expects to achieve in its current transformation plans.\u201d Paramount is offering a $5 billion breakup fee if its WBD deal is accepted but is not completed because for regulatory reasons.<\/p>\n

\n\tCompared with Netflix\u2019s deal, Paramount claimed its proposal to buy Warner Bros. Discovery would not only be better for WBD investors but also better for Hollywood at large.<\/p>\n

\n\t\u201cOur focus is on expanding creative output, not dominating the sector, as Netflix envisions. Our goal is to make Hollywood stronger in a way that benefits the entire ecosystem.\u201d<\/p>\n

\n\tOn Monday Paramount pledged to release more than 30 films in theaters if it wins WBD<\/a> \u2014 a clear swipe at\u00a0Netflix, which historically has displayed an antipathy to theatrical distribution. In announcing its pact with WB, Netflix said it would honor Warner Bros.\u2019s current theatrical commitments<\/a> and Sarandos pointed out that the streamer releases dozens of its films in theaters (though that is mostly to qualify for awards). But Sarandos \u2014 who earlier this year dubbed the moviegoing experience \u201coutdated\u201d \u2014 said that \u201cover time, the windows will evolve to be much more consumer friendly, to be able to meet the audience where they are quicker.\u201d<\/p>\n

\n\tOn Dec. 3, as Paramount grew concerned that WBD was leaning toward inking a deal with Netflix, lawyers for Paramount Skydance sent a letter to Zaslav expressing \u201cgrave concerns\u201d about the alleged unfairness of WBD sales process<\/a>. The attorneys suggested the Warner Bros. Discovery board has \u201cembarked on a myopic process with a predetermined outcome that favors a single bidder\u201d \u2014 meaning Netflix.<\/p>\n

\n\tThe Paramount letter alleged that \u201cIt has become increasingly clear, through media reporting and otherwise, that WBD appears to have abandoned the semblance and reality of a fair transaction process, thereby abdicating its duties to stockholders, and embarked on a myopic process with a predetermined outcome that favors a single bidder.\u201d WBD\u2019s lawyers responded that the board has \u201cfully and robustly complied\u201d with its fiduciary obligations.<\/p>\n","protected":false},"excerpt":{"rendered":"David Ellison is not going away quietly in his quest to land Warner Bros. Discovery. On Monday, Ellison\u2019s…\n","protected":false},"author":2,"featured_media":181408,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[29],"tags":[93,61,60,1868,65249,282,12481],"class_list":{"0":"post-181407","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-tv","8":"tag-entertainment","9":"tag-ie","10":"tag-ireland","11":"tag-netflix","12":"tag-paramount-skydance","13":"tag-tv","14":"tag-warner-bros-discovery"},"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/posts\/181407","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/comments?post=181407"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/posts\/181407\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/media\/181408"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/media?parent=181407"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/categories?post=181407"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/ie\/wp-json\/wp\/v2\/tags?post=181407"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}