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Warner Bros. Discovery announced Wednesday that its board unanimously rejected Paramount’s tender offer, saying it’s not in the best interest of shareholders and Netflix is the preferred partner.
Netflix agreed last year to acquire Warner Bros. Discovery’s film and television studios and streaming platform, HBO Max, in a cash-and-stock deal valued at $27.75 per Warner Bros. Discovery share. Paramount, a Skydance Corporation, then launched a hostile takeover bid for all of Warner Bros. Discovery, including cable assets that Netflix left behind.
WBD Board of Directors Chair Samuel A. Di Piazza Jr., reiterated the board’s recommendation in support of the Netflix deal and recommended that shareholders reject Paramount’s offer.
“The Board unanimously determined that Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas,” Di Piazza said.
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“Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed,” Di Piazza continued. “Our binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs Paramount’s offer would impose on our shareholders.”
A letter detailing the board’s stance was also sent to shareholders.
“PSKY’s offer is inferior given significant costs, risks and uncertainties as compared to the Netflix merger. Under the Netflix merger agreement, WBD shareholders will receive significant value with $23.25 in cash and shares of Netflix common stock representing a target value of $4.50 based on a collar range in the Netflix stock price at the time of closing, which has future value creation potential,” the board wrote.
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“The Board also considered the costs and loss of value for WBD shareholders associated with accepting the PSKY offer. WBD would be obligated to pay Netflix a $2.8 billion termination fee for abandoning our existing merger agreement; incur a $1.5 billion fee for failing to complete our debt exchange, which we could not execute under the PSKY offer without PSKY’s consent; and incur incremental interest expense of approximately $350 million,” they continued. “The total cost to WBD would be approximately $4.7 billion, or $1.79 per share. These costs would, in effect, lower the net amount of the regulatory termination fee that PSKY would pay to WBD from $5.8 billion to $1.1 billion in the event of a failed transaction with PSKY. In comparison, the Netflix transaction imposes none of these costs on WBD.”
The letter went on to suggest Paramount’s offer featured an “extraordinary amount of debt financing” which heightens “the risk of failure to close, particularly when compared to the certainty of the Netflix merger.”
“Your Board negotiated a merger with Netflix that maximizes value while mitigating downside risks, and we unanimously believe the Netflix merger is in your best interest. We are focused on advancing the Netflix merger to deliver its compelling value to you,” the board wrote.
Paramount did not immediately respond to a request for comment.
