Warner Bros. agreed to an $82.7 billion acquisition by Netflix in December, but Paramount has since submitted a hostile takeover bid, offering $30 per share in an all-cash deal for the entire company. Ancora Holdings contends that Warner Bros. failed to adequately assess Paramount’s proposal before moving forward with Netflix, according to The Wall Street Journal.
Ancora emailed Warner Bros. CEO David Zaslav on Tuesday, signaling that the firm might initiate a proxy fight if the board does not negotiate the best deal. In a presentation, Ancora said the board “now has no choice but to deem Paramount’s amended offer as one that could reasonably be expected to result in a Superior Proposal” and urged Warner Bros. to engage with Paramount in good faith to maximize shareholder value. Ancora added, “If the WBD Board refuses to do this, Ancora will vote ‘NO’ on the inferior Netflix deal and seek to hold the WBD Board accountable.”
Although Ancora currently holds less than 1% of Warner Bros., the firm plans to continue acquiring shares, potentially influencing other shareholders. “The WBD Board opted to rush into a flawed deal with Netflix rather than earnestly pursue a superior offer from Paramount, in line with the directors’ fiduciary duties,” the presentation stated.
Warner Bros. responded Wednesday, emphasizing the board and management’s track record in maximizing shareholder value. “WBD’s experienced and independent Board and management team have a proven track record of acting in the best interests of the Company and shareholders…We remain resolute in our commitment to maximize value for shareholders,” the company said.
Paramount revised its hostile offer this week to include covering the $2.8 billion termination fee Warner Bros. would owe Netflix if the deal were called off. Warner Bros. had previously rejected the original Paramount bid unanimously.
The dispute highlights ongoing tension between Warner Bros.’ board and certain investors, with Ancora pressing for a reconsideration of options that could yield greater returns for shareholders.
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