Warner Bros. Discovery is cracking open the door to allow spurned bidder, Paramount Skydance, to make its case — but Warner’s board still maintains its preference for Netflix’s competing proposal.
Warner’s move to reopen talks comes after weeks of pressure from Paramount, which submitted an enhanced offer to buy Warner last week. Paramount’s willingness to increase its offer late in the auction attracted the attention of some Warner investors.
On Tuesday, Warner Bros. Discovery responded with a letter to Paramount Chairman David Ellison and others on Paramount’s board, giving the group seven days to “clarify your proposal.”
“We seek your best and final proposal,” Warner board members wrote. Warner set a Feb. 23 deadline for Paramount to comply.
The closely watched sale of the century-old Warner Bros., known for “Batman,” “The Big Bang Theory,” “Casablanca,” and HBO, the home of “Game of Thrones” and “Succession,” is expected to reshape Hollywood.
The flurry of activity comes as Warner Bros. Discovery and Netflix are seeking to enter the home stretch of the auction. Warner separately issued its proxy and set a special March 20 meeting of its shareholders to decide the company’s fate.
Warner Bros. Discovery is recommending that its stockholders approve the $82.7-billion Netflix deal.
“We continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction’s protections for shareholders against downside risk,” Warner Chairman Samuel A. Di Piazza, Jr., said in a Tuesday statement.
Still, the maneuver essentially reopens the talks.
Warner Bros. is creating an opportunity for Paramount to sway Warner board members, which could perhaps prompt Netflix to raise its $27.75 a share offer for Warner’s Burbank-based studios, vast library of programming, HBO and streaming service HBO Max.
Netflix is not interested in buying Warner Bros. Discovery’s basic cable channels, including CNN, TBS, HGTV and Animal Planet, which are set to be spun off to a stand-alone company later this year.
In contrast, Paramount wants to buy the entire company and has offered more than $30 a share.
Last week, Paramount sweetened its bid for Warner, adding a $2.8-billion “break fee” that Warner would have to pay Netflix if the company pulled the plug on that deal. Paramount also said it would pay Warner investors a “ticking fee” of 25 cents a share for every quarter after Jan. 1 that the deal does not close.
“While we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize,” Paramount said last week as it angled for a chance to make its case. “We will work with you to refine these solutions to ensure they address any and all of your concerns.”
Netflix agreed to give Warner Bros. Discovery a temporary waiver from its merger agreement to allow Warner Bros. Discovery to reengage with Paramount, which lost the bidding war on Dec. 4.
“We granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matter,” Netflix said Tuesday in a statement. “This does not change the fact that we have the only signed, board-recommended agreement with WBD, and ours is the only certain path to delivering value to WBD’s stockholders.”
Netflix has matching rights for any improved Paramount offer. The company renewed its confidence in its deal and its prospect to win regulatory approval.
“PSKY has repeatedly mischaracterized the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world,” Netflix said in its statement. “WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval – it does not.”
Warner Bros. Discovery acknowledged that Paramount’s recent modification “addresses some of the concerns that WBD had identified several months ago,” according to the letter to Paramount.
But Warner Bros. Discovery added Paramount’s offer “still contains many of the unfavorable terms and conditions that were in the draft agreements … and twice unanimously rejected by our Board,” Warner Bros. Discovery said.
Warner’s board told Paramount it will “welcome the opportunity to engage” during the seven-day negotiation period.
Paramount has been pursuing the prized assets since last September.
“Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them,” Warner Chief Executive David Zaslav said in a statement. “We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders.”
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