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Paramount extends deadline on Warner Bros. hostile bid

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NEW YORK: Paramount Skydance has gone on the offensive against Warner Bros Discovery, calling its amended merger with Netflix an admission of weakness and still a bad deal.

In a sharply worded filing late on January 22, Paramount said the revised Netflix agreement “falls well short” of its own $30-per-share all-cash offer and urged WBD shareholders to vote it down at a forthcoming special meeting. The company has also extended its tender offer to February 20, buying time as it presses for regulatory clearance.

At the heart of the attack is money and certainty. Under the Netflix transaction, WBD shareholders would receive $27.75 a share in cash, assuming the group can offload $17bn of debt on to the spun-out Discovery Global business. If that assumption fails, the payout shrinks, dollar for dollar.

Paramount argues it almost certainly will fail. Based on leverage levels at Versant Media, a close peer, Discovery Global could sustain only about $5.1bn of net debt. That would push roughly $11.9bn back on to WBD’s studios and streaming arm, cutting the implied cash consideration from Netflix to about $23.20 a share.

WBD’s own advisers appear to share the scepticism. Discounted cash-flow analyses valued Discovery Global’s equity as low as $0.72 a share. Paramount has previously pegged it at between zero and 50 cents. Yet WBD is asking shareholders to approve the Netflix deal without disclosing the final capital structure of Discovery Global, despite admitting they “will not know or be able to determine” the actual merger consideration at closing.

Paramount says that rush is no accident. Once approved, the Netflix deal would shut the door on what it calls a value-maximising alternative, a $108.4bn enterprise-value transaction, all cash, with far less regulatory baggage than Netflix’s $82.7bn-equivalent proposal.

That baggage matters. Paramount warns that a Netflix-WBD tie-up would further entrench market concentration, handing Netflix an estimated 43 per cent of global subscription video-on-demand customers. Prices would rise, creators would lose leverage and cinemas would suffer, it argues. Regulators, especially in Europe where Netflix already dominates and HBO Max is its main rival, are unlikely to be persuaded by Netflix’s attempt to define the market as including YouTube, TikTok and Instagram.

By contrast, Paramount pitches its own bid as pro-competitive, bolstering theatrical output and strengthening Hollywood’s creative ecosystem.

The gloves also come off on governance. Paramount says the WBD board publicly defended the original Netflix deal even as it renegotiated it, refused to engage with Paramount once talks with Netflix reopened and continues to withhold “highly material” information while racing to a vote.

Shareholders appear to be listening. As of late on January 21, more than 168.5m WBD shares had been tendered into Paramount’s offer.

The message from Paramount is blunt. The Netflix deal is smaller, shakier and riskier. The cash is on the table, the clock is ticking and shareholders now have a choice to make.
 

English Entertainment

The end of Freeview? Britain debates switching off aerial tv by 2034

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UK: The aerial is losing its grip. As broadband becomes the default way Britons watch television, the UK is edging towards a decisive, and divisive, question: should Freeview be switched off by 2034? The issue, highlighted in reporting by The Guardian, has exposed deep fault lines over access, affordability and the future of public service broadcasting.

For nearly 25 years, Freeview has delivered free-to-air television from the BBC, ITV, Channel 4 and Channel 5 to almost every corner of the country. Even now, it remains the UK’s largest TV platform, used in more than 16m homes and on around 10m main household sets. Yet the same broadcasters that built it are now pressing for its closure within eight years.

Their case rests on a structural shift in viewing. Smart TVs, superfast broadband and the Netflix-led streaming boom have pulled audiences online. Advertising economics have followed. By 2034, the number of homes using Freeview as their main TV set is forecast to fall from a peak of almost 12m in 2012 to fewer than 2m, making digital terrestrial television, or DTT, increasingly costly to sustain.

But critics say the rush to switch off risks abandoning those least able, or least willing, to move online.

“I don’t want to be choosing apps and making new accounts,” says Lynette, 80, from Kent. “It is time-consuming and irritating trying to work out where I want to be, to remember the sequence of clicks, with hieroglyphics instead of words. If I make a mistake I have to start again.”

Lynette is among nearly 100,000 people who have signed a “save Freeview” petition launched by campaign group Silver Voices. She fears the government is about to “take [Freeview] away from me and others who either don’t like, can’t afford, or can’t use online versions”.

Official figures underline the fault lines. A report commissioned by the Department for Culture, Media and Sport estimates that by 2035, 1.8m homes will still depend on Freeview. Ofcom’s analysis shows those households are more likely to be disabled, older, living alone, female, and based in the north of England, Wales, Scotland and Northern Ireland.

Freeview is owned by the public service broadcasters through Everyone TV, which also operates Freesat and the newer streaming platform Freely. After two years of review, DCMS is expected to set out its position soon, drawing on three options proposed by Ofcom: a costly upgrade of Freeview’s ageing technology; maintaining a bare-bones service with only core PSB channels; or a full switch-off during the 2030s.

The broadcasters have rallied behind the third option. They argue that 2034 is the logical cut-off, when transmission contracts with network operator Arqiva expire. By then, they say, the cost of broadcasting to a dwindling audience will far outweigh the returns from TV advertising.

Ofcom agrees a crunch point is approaching. In July, the regulator warned of a “tipping point” within the next few years, after which it will no longer be commercially viable for broadcasters to carry the costs of DTT.

Others see risks beyond economics. Questions remain over whether internet TV can reliably deliver emergency broadcasts, such as the daily Covid updates, in the way that universally available DTT can. The UK radio industry has also warned that an internet-only future for TV could push up distribution costs and force some radio stations off air if PSBs no longer share Arqiva’s mast network.

“It is a political hot potato,” says Dennis Reed, founder of Silver Voices, who says he has “dissociated” his organisation from the government’s stakeholder forum, which he believes is “heavily biased” towards streaming.

The Future TV Taskforce, representing the PSBs, counters that moving online could “close the digital divide once and for all”. “We want to be able to plan to ensure that no one is left behind,” a spokesperson says, adding that rising DTT costs could otherwise mean cuts to programme budgets.

The numbers show the scale of the challenge. Of the 1.8m Freeview-dependent homes projected for 2035, around 1.1m are expected to have broadband but not use it for TV. The remaining 700,000 are forecast to lack a broadband connection altogether.

Veterans of the analogue switch-off, completed in 2012 after 76 years, recall similar fears of “TV blackout chaos”. Around 6 per cent of households were labelled “digital refuseniks”, yet a targeted help scheme and a national campaign, fronted by a robot called Digit Al voiced by Matt Lucas, delivered a largely smooth transition.

This time, the BBC is less keen to foot the bill. Tim Davie, the outgoing director general, has said the corporation should not fund a comparable support programme for a Freeview switch-off.

Research for Sky by Oliver & Ohlbaum suggests that with early awareness campaigns and digital inclusion measures, only about 330,000 households would ultimately need hands-on help ahead of a 2034 shutdown.

Meanwhile, viewing habits continue to fragment. Audience body Barb says 7 per cent of UK households no longer own a TV set, choosing to watch on other devices. In December, YouTube overtook the BBC’s combined channels in total UK viewing across TVs, smartphones and tablets, albeit measured at a minimum of three minutes.

That shift may accelerate. YouTube has recently blocked Barb and its partner Kantar from accessing viewing session data, limiting transparency just as online platforms consolidate power.

“When the government chose British Satellite Broadcasting as the ‘winner’ in satellite TV it was Rupert Murdoch’s Sky instead that came out on top,” says a senior TV executive quoted by The Guardian. “There already is such an outsider ready to be the winner in the transition to internet TV; it is YouTube.”

Freeview’s future now hangs on a familiar British dilemma: modernise fast and risk exclusion, or protect universality and pay the price. Either way, the aerial’s days as king of the living room look numbered.

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Christian Vesper steps down as Fremantle’s global film and drama CEO

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LONDON: Christian Vesper is leaving Fremantle after ten years as ceo, global film and drama, ending a tenure that turned the company into an internationally recognised centre of excellence for drama and film. Since joining in 2016, Vesper expanded Fremantle’s scripted footprint, overseeing or exec producing over 80 films and series in the last five years, with the 100th slated for release in 2026.

Vesper shepherded hits including Bugonia, Pillion, Queer, Maria, The Chronology of Water, Picnic at Hanging Rock, The Luminaries, On Becoming a Guinea Fowl, and the upcoming Rachel Weisz starrer Séance on a Wet Afternoon. Festival favourites and critical darlings under his watch include Without Blood (Angelina Jolie, Salma Hayek), M. Son of the Century (Joe Wright, Luca Marinelli), Faithless (Tomas Alfredson, Frida Gustavsson), Cannes winner My Father’s Shadow, and The Listeners (Janicza Bravo, Rebecca Hall). He also set up the Fox revival of Baywatch.

Vesper forged a formidable slate of first-look and creative collaborations with global talent, including Emma Stone and Dave McCary’s Fruit Tree Production; Kristen Stewart, Dylan Meyer and Maggie McLean’s Nevermind Pictures; Pablo and Juan de Dios Larraín’s Fabula; Rachel Weisz and Polly Stokes’ Astral Projection; Edward Berger’s Nine Hours; Johan Renck and Michael Parets’ Sinestra Films; Sarah Condon’s Fair Harbour; and Richard Yee and Krishnendu Majumdar’s Me+You Productions.

Based in London, Vesper reported to Andrea Scrosati, group coo and ceo continental Europe, who will now oversee the film and drama division on an interim basis alongside the wider leadership team.

Scrosati said: “Christian’s vision has built the credibility of our drama and film slate. With him at the helm, we delivered consistent success and critical acclaim. We appreciate that he now wishes to focus on new horizons, and we all wish him well.”

Vesper said: “After 10 years, the time is right to step down. Fremantle has been a huge part of my life. I’m proud of what we’ve achieved — the 100th film this year underlines the progress made. We’ve built a dedicated, talented team, and I know they will take our film and drama business to even greater heights. Now is the perfect moment for my next adventure.”

Before Fremantle, Vesper spent 14 years at Sundance TV overseeing scripted projects and co-productions including Rectify, The Honorable Woman, The Last Panthers, Top of the Lake and Deutschland 83. He also held roles at HBO, iFilm, October Films and USA Films.

From festival acclaim to awards galore — four academy awards, two golden globes, five baftas, eight cannes winners, seven venice winners including the golden lion — Vesper leaves Fremantle’s film and drama operations in a position of strength, a legacy of ambition, vision and global impact, and a company poised for even bigger hits.

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WBD-Netflix vs Paramount: Hollywood’s hostile takeover gets nastier

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LOS ANGELES & NEW YORK:  Hell hath no fury like a suitor spurned. Paramount Skydance is pulling no punches after Warner Bros. Discovery rebuffed its $30-per-share, all-cash offer to buy the entertainment giant. In a scathing public broadside on 8  January, Paramount essentially called WBD’s board blind, deaf and possibly dim for preferring Netflix’s offer.

The gloves are well and truly off. Paramount has done the maths—repeatedly, publicly, and with exhibits—to show that Netflix’s deal is worth just $27.42 per share today, not the $30-ish originally touted. The culprit? Netflix’s share price has tumbled below its collar, and the planned spin-off of Discovery Global, WBD’s linear television business, looks increasingly like a poisoned chalice.

Discovery Global, Paramount argues with barely concealed glee, is worth precisely nothing. The company points to Versant Media, which debuted shares this week and promptly demonstrated what happens when linear television meets market reality. Using Versant’s trading multiple of 3.8 times forward EBITDA, Paramount values Discovery Global at $0.00 per share. They generously concede it might have up to 50 cents of “M&A option value”—corporate speak for “maybe someone desperate will buy it later.”

It gets worse for WBD shareholders. The Netflix deal contains a nasty catch: if WBD decides to saddle Discovery Global with less debt (you know, like a responsible parent), Netflix pays less cash. Dollar for dollar less. So if WBD opts for sensible 1.25 times leverage—matching Versant—shareholders would get roughly $10bn less in cash and Netflix stock. That’s $3.90 per share vanishing into thin air, replaced by more equity in the worthless stub.

“Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion,” says Paramount chairman and chief executive David Ellison. Translation: take our cash before Netflix’s deal gets any uglier.

Paramount has bent over backwards to address WBD’s concerns, even securing an irrevocable personal guarantee from Larry Ellison (David’s father, in case you wondered where the money comes from) for the equity portion. Bank of America, Citibank and Apollo have committed $54bn in debt financing. The message is clear: the money is real, it’s green, and it’s ready.

WBD’s board, however, remains unmoved. Paramount is now urging shareholders to tender their shares directly, going over management’s head in a move that’s either brilliant or desperate. Perhaps both.
In Hollywood, everyone loves a sequel. This hostile takeover saga promises plenty more episodes. Grab your popcorn—preferably with extra butter, because this is getting messy.

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