Paramount extends deadline on Warner Bros. hostile bid

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.