Media

Paramount does not give in on Warner: new deadline 20 February for bid against Netflix

Hostile takeover offer extended for the second time. So far around 7 per cent of the capital has adhered. Meanwhile, Paramount Skydance is aiming to convince shareholders to reject the deal with Netflix by proxy fight

2' min read

Translated by AI
Versione italiana

2' min read

Translated by AI
Versione italiana

Paramount Skydance does not intend to give up on Warner Bros Discovery. Thus, it once again moves the bar forward: its hostile tender offer on the David Zaslav-led media big has been extended and will now expire on 20 February.

The point is that, so far, the operation does not have the air of a victorious assault. Paramount has, for its part, announced that, as of 21 January at 11pm New York time, some 168.5 million shares had been tendered, i.e. roughly 7% of the total outstanding. Of course, in 'real' tenders one often waits until the last minute, also for tactical reasons.

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On the other hand, Warner does nothing to mask his irritation. And he responds with a sentence that is both an attack on the David Ellison-led company and a message to investors: 'Once again, Paramount continues to make the same offer that our board has repeatedly and unanimously rejected, in favour of a superior merger deal with Netflix. It is also clear that our shareholders agree, with over 93 per cent also rejecting Paramount's inferior scheme."

Because the heart of the dispute has now become a referendum: Paramount versus Netflix, with Warner Bros Discovery in the middle and the shareholders as the needle of the scales. Warner plans an extraordinary meeting to approve the deal with Netflix by April: a milestone that, for Paramount, is also a countdown. Hence the decision to raise the stakes on the most 'political' terrain of finance: the proxy fight. Paramount has already put on paper its intention to ask investors to vote against the deal with Netflix.

On the table are two offers that tell of two different ideas of Warner Bros Discovery. On the one hand, Netflix, which has revised its offer making it all-cash, aims to buy studios and streaming (including Hbo Max), i.e. the most desirable and most 'digital' piece of the group. Paramount, on the other hand, is aiming at the whole company: a larger, more unwieldy deal and - inevitably - one that might be more exposed to antitrust doubts, although the Ellison family's proximity to White House tenant Donald Trump is a game-changer.

The numbers, however, are what make boards argue and divide analysts. Paramount insists on a $30 per share cash price. Netflix, as mentioned, has moved to an all-cash deal, with a value indicated at around $27.75 per share for the studio and streaming business: a revision designed to simplify the structure and speed up the closing of the deal.

And therein lies the gamble: convincing the market that 'higher' also means 'better'. Paramount argues that its proposal is financially superior; Warner retorts that the Netflix deal is overall better and more solid. In between, shareholders look at what often really decides these games: debt, asset scope, likelihood of regulatory approval, timing.

Now for Paramount, 20 February is not just a deadline: it's a chance to stay in the game long enough to turn a hostile bid into a tipping point. For Warner and Netflix, April is on the other side of the finish line, before the assault turns into a new season, even more expensive and even more uncertain.

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