Warner Bros. is telling shareholders to reject a takeover bid from Paramount Skydance, saying that a rival bid from Netflix will be better for customers.
“Today the Warner Bros. Discovery Board sent a clear message to you, their stockholders,” the company said in a letter to shareholders. “The WBD Board urges you to reject Paramount Skydance’s unsolicited, inferior and illusory tender offer.”
Paramount went hostile with its bid last week, asking shareholders to reject the deal with Netflix favoured by the board of Warner Bros.
Paramount is offering $30 per Warner share to Netflix’s $27.75.
A Warner Bros. merger with either company would alter the landscape in Hollywood and will face intense scrutiny from U.S. regulators as it would impact movie making, consumer streaming platforms and, in Paramount’s case, the news landscape.
Paramount’s bid isn’t off the table altogether. While Wednesday’s letter to shareholders means Paramount’s is not the offer favoured by the board at Warner Bros., shareholders can still decide to tender their shares in favour of Paramount’s offer for the entire company — including cable stalwarts CNN and Discovery.
Unlike Paramount’s bid, the offer from Netflix does not include buying the cable operations of Warner Bros. An acquisition by Netflix, if approved by regulators and shareholders, will close only after Warner completes its previously announced separation of its cable operations.
Paramount has claimed it made six different bids that Warner leadership rejected before announcing its deal with Netflix on Dec. 5. Only after that did it take its offer directly to Warner’s shareholders.
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Critics of Netflix’s deal say that combining the massive streaming company with Warner’s HBO Max would give it overwhelming market dominance, whereas the Paramount+ streaming service is far smaller.
“This is something that we’ve heard for a long time—including when we started the streaming business,” Netflix co-CEOs Greg Peters and Ted Sarandos said in a filing through Warner Bros. “Our stance then and now is the same—we see this as a win for the entertainment industry, not the end of it.”
Bids from both Netflix and Paramount have raised alarm for what they could mean for film and TV production. While Netflix has agreed to uphold Paramount’s contractual obligations for theatrical releases, critics have pointed to its past business model and reliance on online releases. Yet Paramount and Warner Bros. are two of the “big five” legacy studios left in Hollywood today.
Paramount’s attempt to buy Warner’s cable networks and news business would also bring CBS and CNN under the same roof. In addition to further accelerating media consolidation, that could raise questions about shifts in editorial control — as seen at CBS News both leading up to and following Skydance’s $8 billion purchase of Paramount, which it completed in August.
Paramount Skydance did not immediately respond to a request for comment from The Associated Press early Wednesday.
U.S. President Donald Trump has already been vocal about his future involvement in the deal, indicating that politics will play a role in regulatory approval.
Trump previously said that Netflix’s deal “could be a problem” because of the potential for an outsized control of the market. The Republican president also has a close relationship with Oracle’s billionaire founder Larry Ellison — the father of Paramount’s CEO, whose family trust is also heavily backing the company’s bid to buy Warner.
Affinity Partners, an investment firm run by Trump’s son-in-law Jared Kushner, previously said it would investing in the Paramount deal, too. But on Tuesday, the firm announced that it would be dropping out of the bid.
Foreign sovereign wealth funds of Saudi Arabia, Abu Dhabi and Qatar are also backing Paramount’s bid with billions in funding.
Warner Bros. said that it also feels the offer from Netflix is more solid.
“There are no contingencies, no foreign sovereign wealth funds, and no stock collateral or personal loans,” it said in it’s letter to investors. “We are a scaled company with a +$400 billion market cap and a strong investment grade balance sheet. As (Warner Bros.) said, the (Paramount Skydance) offer has “numerous risks and uncertainties” associated with it, among which are (Paramount’s) financial condition and creditworthiness.”
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