Skydance-owned Paramount is again extending the tender offer window in its $77.9 billion hostile takeover bid for Warner Bros. Discovery, while doubling down on a coming proxy fight. Warner stockholders now have until February 20 to sell shares for $30 each.<\/b>
\nSkydance-owned Paramount is again extending the tender offer window in its $77.9 billion hostile takeover bid for Warner Bros. Discovery, while doubling down on a coming proxy fight.
Warner stockholders now have until Feb. 20 to sell their shares to Paramount for $30 apiece in cash \u2014 a price that remains unchanged, giving the offer a total enterprise value of over $108 billion including debt. It marks the second extension the company has made since challenging Warner\u2019s merger agreement with Netflix last month.
As of late Wednesday, Paramount said that more than 168.5 million Warner shares had been tendered in support of its offer. But that\u2019s still far below the 50% mark it would need to effectively gain control of Warner \u2014 which has about 2.48 billion shares outstanding in series A common stock today.
\u201cOnce again, Paramount continues to make the same offer our Board has repeatedly and unanimously rejected in favor of a superior merger agreement with Netflix,\u201d Warner said in an emailed statement Thursday \u2014 adding that it\u2019s \u201cclear our shareholders agree,\u201d as more than 93% have so far rejected \u201cParamount\u2019s inferior scheme.\u201d
In December, Netflix agreed to buy Warner\u2019s studio and streaming business for $72 billion \u2014 now in an all-cash deal that the companies say is more straight forward and will speed up the path to a shareholder vote by April. Including debt, the enterprise value of the deal is about $83 billion, or $27.75 per share.
But Paramount argues its offer is better than Netflix\u2019s and has accused Warner leadership of not being transparent with stockholders. On Thursday, the company claimed Warner\u2019s board was \u201crushing to solicit shareholder approval\u201d for the Netflix merger, which it said could lead to a lower payout for shareholders if debt spanning from a previously-announced spinoff of Warner\u2019s networks business makes its way to studio and streaming operations.
In an escalation of its hostile bid, Paramount is also moving forward with a proxy fight. Earlier this month, the company announced plans to nominate its own slate of directors to Warner\u2019s board before the next shareholder meeting. And on Thursday, Paramount filed preliminary materials to solicit proxies in opposition to the Netflix merger.
The battle for Warner and the value of each offer grows complicated because Netflix and Paramount want different things. Netflix\u2019s proposed acquisition includes only Warner\u2019s studio and streaming business, including its legacy TV and movie production arms and platforms like HBO Max. But Paramount\u2019s bid is for the entire company \u2014 which, beyond studio and streaming, includes its news and cable operations. That would put CNN under the same roof as CBS.
If Netflix is successful, Warner\u2019s current networks would be spun off into their own company called Discovery Global, under a previously-announced separation.
Regardless of who wins the upper hand, a Warner Bros. Discovery sale could be a long, drawn-out process \u2014 likely attracting tremendous antitrust scrutiny. Politics are expected to come into play under President Donald Trump, who has made unprecedented suggestions about his personal involvement on whether a deal will go through.
Shares of Warner Bros. Discovery and Netflix both fell slightly Thursday. Shares of Paramount-Skydance rose nearly 3%.<\/p>\n