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Paramount launches hostile takeover bid for Warner Bros

Paramount said it would take its deal directly to shareholders after six previous proposals were never "meaningfully" engaged with.

File pic: Reuters
Image: File pic: Reuters
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Paramount has launched a $108.4bn (£81bn) hostile bid for Warner Bros, challenging Netflix, which had reached a $72bn (£54bn) takeover deal with the company.

Paramount said on Monday that it was going straight to Warner Bros Discovery (WBD) shareholders with its cash offer for the entirety of the company, including its Global Networks segment, asking them to reject the deal with Netflix.

On Friday Netflix struck a deal to buy WBD, the Hollywood giant behind "Harry Potter" and HBO Max

The agreement means Warner Bros Discovery's library of film and TV successes including Harry Potter and Game Of Thrones will come under the same roof as Stranger Things and Squid Game.
Image: The agreement means Warner Bros Discovery's library of film and TV successes including Harry Potter and Game Of Thrones will come under the same roof as Stranger Things and Squid Game.

The cash and stock deal is valued at $27.75 (£20.80) per Warner share, giving it a total enterprise value of $82.7bn (£62bn), including debt.

But Paramount says its deal will pay $30 (£22.50) cash per share, representing $18bn (£13.5bn) more in cash than its rivals are offering.

In a statement, Paramount said it was making a "strategically and financially compelling offer to WBD shareholders" and a "superior alternative to the Netflix transaction".

File pic: iStock
Image: File pic: iStock

David Ellison, chairman and CEO of Paramount, said: "WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company.

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"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."

File pic: iStock
Image: File pic: iStock

Under the Netflix deal, WBD will continue with previously-announced plans to split its studio and streaming operations from its global networks division, with the latter becoming a separate company, Discovery Global.

The Netflix deal will not be finalised until the split is complete, and Discovery Global, including channels like CNN, will not form part of the merger.

But Paramount said its deal would be for the entire company.

Paramount said it had submitted six proposals to WBD in the course of 12 weeks, but that they were never "meaningfully" engaged with.

President Donald Trump, pictured at the Kennedy Center on December 6, spoke about Netflix's proposed Warner Bros takeover. Pic: AP
Image: President Donald Trump, pictured at the Kennedy Center on December 6, spoke about Netflix's proposed Warner Bros takeover. Pic: AP

It's not the first difficulty the proposed Netflix deal has run into, with Donald Trump raising the spectre of government intervention on Sunday.

The US president said the combined market share of the resulting company "could be a problem" and that he would be involved in the decision about whether to approve the deal.

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The deal has to "go through a process and we'll see what happens," Trump said.

But a Paramount-WBD deal is likely to face scrutiny too, given the resulting company's dominant position within the film studio business, and the potential for job losses as the industry consolidates.

David Ellison, CEO of Paramount Skydance, exiting the New York Stock Exchange today. Pic: Reuters
Image: David Ellison, CEO of Paramount Skydance, exiting the New York Stock Exchange today. Pic: Reuters

Nonetheless, experts have noted the ties between the Trump administration and the Paramount bid.

Both Mr Ellison and his father, Larry Ellison, the multibillionaire founder of the Oracle Corporation, have ties to the president.

Danni Hewson, head of financial analysis at AJ Bell, told Paste BN: "Donald Trump is very friendly with David Ellison, who is the son of Larry Ellison, who owns Oracle, and he and Donald Trump are good buddies.

"And also Donald Trump's son in law, Jared Kushner, is on board with this particular rival, hostile takeover bid.

"So it is assumed that because of those relationships, Donald Trump would look an awful lot more favourably on this deal."

David Zaslav at the 96th Academy Awards last year. Pic: Reuters
Image: David Zaslav at the 96th Academy Awards last year. Pic: Reuters

Announcing the Netflix deal last week, David Zaslav, president and CEO of WBD, said it combined "two of the greatest storytelling companies in the world to bring to even more people the entertainment they love to watch the most".

He continued: "For more than a century, Warner Bros. has thrilled audiences, captured the world's attention, and shaped our culture.

"By coming together with Netflix, we will ensure people everywhere will continue to enjoy the world's most resonant stories for generations to come."