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Warner Bros Discovery is planning to recommend to its shareholders as soon as Wednesday that they reject Paramount’s $108bn hostile bid, with the Hollywood group scrutinising assurances that Oracle co-founder Larry Ellison will backstop the deal.
WBD is close to finalising a response to Paramount’s tender offer after the business run by David Ellison went directly to shareholders last week with its all-cash $30 per share takeover offer, after losing out to Netflix in an auction for the studio and streaming company, said people familiar with the matter.
WBD is expected to outline four major criticisms of Paramount’s offer in its filing, which argues that its value, financing and terms are deficient compared with Netflix’s deal agreed earlier this month.
The filing from WBD is pending final approval from its board of directors, the people said, and the timing could still slip. WBD’s share price was trading at about $29 a share on Tuesday, suggesting that investors were expecting Paramount to sweeten its bid.
WBD and Paramount declined to comment.
WBD investors who have spoken with the company’s senior management said that WBD was confident in Netflix’s proposal but remained open to a new Paramount offer that addressed their funding concerns and raised the bid.
Paramount has accused WBD’s board of not appropriately replying to its last offer, which also stated that it was not “best and final”, indicating that the Ellisons are willing to pay more for the company.
Netflix’s proposal values WBD’s streaming and studio assets at nearly $83bn. The Netflix offer is worth $23.25 in cash and $4.50 in stock. It does not include the remaining television assets, which includes CNN, which WBD has been valuing between $3 and $5 a share.
David Ellison, Paramount’s chief executive and Larry Ellison’s son, has also said that the Netflix bid was likely to face more regulatory scrutiny than the Paramount approach, meaning that there is greater risk the deal will not close.
WBD’s board is poised to reject such claims, arguing that Paramount’s bid is less certain as it is backed by the Ellison family trust, which is worth close to $250bn in Oracle stock, rather than personally by Larry Ellison, who is among America’s richest people.
Netflix has offered a $5.8bn termination fee, a high amount for M&A transactions, a sign it is confident it can get all the regulatory approvals.
Questions are expected to be raised about whether regulators would pose objections to the level of money being drawn from sovereign wealth funds in Qatar, Saudi Arabia and Abu Dhabi. Combined, these funds have pledged $24bn to the deal — twice what the Ellisons are contributing.