Warner Bros. said Tuesday that Paramount informally floated a higher $31-per-share figure, prompting the board to allow a limited engagement window. The studio has until February 23 to formally submit an improved proposal, which Netflix retains the right to match under the existing merger agreement.
In a letter to Paramount’s board, Warner Bros. Chairman Samuel DiPiazza Jr. and CEO David Zaslav wrote that the company has not determined that Paramount’s proposal is “reasonably likely” to result in a transaction superior to the Netflix deal.
“We continue to recommend and remain fully committed to our transaction with Netflix,” the executives said.
Paramount’s current bid values the entire company at $108.4 billion. By contrast, Netflix is offering $82.7 billion for Warner Bros.’ studio and streaming businesses, equating to $27.75 per share. Shareholders are scheduled to vote on the Netflix transaction on March 20.
The Netflix deal would proceed after Warner Bros. spins off its Discovery Global cable operations, including CNN, TLC, Food Network, and HGTV, into a separate publicly traded entity. The company estimates the spinoff could be worth between $1.33 and $6.86 per share.
Paramount’s pursuit has intensified in recent weeks. A revised offer included a personal guarantee on $40 billion in equity from Larry Ellison, father of Paramount CEO David Ellison. That proposal was rejected in early January.
Warner Bros.’ willingness to engage now required a special waiver from Netflix, since its merger agreement limits negotiations with competing bidders unless the board believes an offer could be superior.
The battle has drawn in activist investor Ancora Holdings, which has built a stake in Warner Bros. and plans to oppose the Netflix transaction. Paramount is also seeking board representation, with backing from Pentwater Capital Management CEO Matt Halbower, whose firm owns roughly 50 million shares.
Paramount’s latest proposal attempts to sweeten terms without raising the headline $30-per-share price, offering additional quarterly cash payments if the deal is delayed and agreeing to cover the $2.8 billion breakup fee owed to Netflix if Warner Bros. walks away.
However, Warner Bros.’ board cited unresolved financing questions, including the potential $1.5 billion junior lien financing fee and contingencies if debt funding falls through. The letter emphasized that draft agreements now require additional equity funding if financing becomes unavailable to ensure the transaction can close.
Shares of Paramount rose 1.7% in premarket trading, while Warner Bros. gained 2.5%, as investors weigh whether Paramount will raise its offer further before the deadline.
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