Announced on Friday, December 5th, Netflix 's $72 billion deal to buy Warner Bros. Discovery 's film, television, and streaming divisions seemed to put an end to the saga of selling these assets, which had stretched over the past few months and involved other players.
The transaction would bring together series like Game of Thrones and Stranger Things, as well as franchises like Harry Potter, under the same umbrella. However, as far as Paramount Skydance is concerned, this story is not yet over.
The group launched a hostile takeover bid for Warner Bros. Discovery on Monday, December 8th, with an offer exceeding that of Netflix .
With a willingness to pay $30 per share – a total of $77.9 billion – to acquire all outstanding Warner shares, the offer covers, in addition to the assets involved in the Netflix deal, the Global Networks division, valuing the transaction at $108.4 billion (including debt).
“Warner Bros. Discovery shareholders deserve the opportunity to consider our superior cash offer for their shares in the entire company,” said David Ellison, chairman and CEO of Paramount Skydance, in a statement.
He noted that, in addition to a higher value – the company highlighted that its offer provides these shareholders with $18 billion more than Netflix's – Paramount's proposal offers a safer and faster path to closing the deal. And he criticized Warner's board.
“We believe Warner’s board is pursuing an inferior offer that exposes shareholders to a cash-stock mix, uncertain future value for Global Networks’ linear cable TV business, and a complex regulatory approval process,” Ellison said.
Paramount emphasized that, in the last 12 weeks, it has submitted six proposals, without proper review by Warner. "We are taking our offer directly to shareholders to give them the opportunity to act in their own best interest and maximize the value of their shares," Ellison stated.
In the statement, Paramount Skydance reinforced and detailed some of these arguments. The company highlighted, for example, that its offer represents a 139% premium over Warner's share price on September 10, when the group began negotiations for the sale of the assets.
Conversely, the company highlighted that Netflix's proposal involves a "volatile and complex structure," subject to a mechanism to protect Netflix's future performance.
Paramount also stressed that, by encompassing all of Warner Bros. Discovery's operations, its proposal does not leave the group's shareholders with an insignificant and highly leveraged stake in Global Networks, as the Netflix deal implies.
In another line of this script, the company emphasized that it is quite confident in obtaining swift regulatory approval for its proposal, given that, in its view, the model offered strengthens competition and is favorable to the consumer.
For the company, on the other hand, the transaction with Netflix is based on the "unrealistic premise" that the combination with Warner, which would result in a global market share of 42% in the video-on-demand subscriber market, would withstand "multiple and prolonged regulatory challenges around the world."
“The transaction with Netflix creates a clear risk of higher prices for consumers, lower wages for content creators and talent, and the destruction of American and international exhibitors,” Paramount wrote.
The company also took the opportunity to highlight that Netflix has never made large-scale acquisitions, which, in its view, carries a greater execution risk that Warner Bros. Discovery shareholders would be forced to bear.
“We believe our offer will create a stronger Hollywood,” Ellison said. “We look forward to working to realize this opportunity as quickly as possible so that all stakeholders can begin to reap the benefits of the combined company.”
From a funding perspective, Paramount stated that its deal would be fully guaranteed by the Ellison family and RedBird Capital, along with financing operations with Bank of America, Citi, and Apollo.
Paramount shares were up 7.74% on Nasdaq around 1:45 p.m. (local time), giving the group a market value of $15.8 billion. Netflix shares, on the other hand, were down 4.47%, valuing the company at $405.8 billion.
Meanwhile, shares of Warner Bros. Discovery were up 3.11% on the US stock exchange at the same time, trading at $26.89 and giving the company a market value of $66.6 billion.