English Entertainment
Paramount rubbishes Warner Bros board’s appeal to shareholders about Netflix’s offer
NEW YORK & LOS ANGELES: Hollywood’s latest battle royale is heating up. Paramount, now owned by Skydance Corp, has fired back at Warner Bros Discovery’s board after they snubbed its $30-per-share all-cash takeover bid. The rejectionists, it seems, prefer Netflix’s embrace—but Paramount isn’t taking no for an answer.
David Ellison, Paramount’s chairman and chief executive, is positively bristling. His company reckons Warner Bros shareholders are being sold a pup by their own board, which recommended a rival Netflix deal that Paramount dismisses as lipstick on a pig. The numbers tell the story: Paramount offers cold, hard cash—$30 per share. Netflix? A measly $23.25 in actual money, plus stock that’s already trading below its “collar” and a stub of Warner Bros’ debt-laden Global Networks business that nobody can value. That’s an $18bn gap, by Paramount’s maths.
The Ellison offensive—backed by Larry Ellison’s family trust, bulging with over $250bn in assets including 1.16bn Oracle shares—has lined up $41bn in equity from the Ellisons and RedBird Capital, plus $54bn in debt from Bank of America, Citi and Apollo. No financing conditions. No ifs, buts or maybes.
What really gets Paramount’s goat is Warner Bros’ refusal even to engage. From mid-September through to early December, not a single negotiating session. Not even a marked-up contract. Warner Bros’ advisors, Paramount notes acidly, have worked with the Ellison trust before—on Twitter’s takeover, no less. Yet suddenly they’re playing coy, spinning a “kitchen sink” of concerns whilst failing to explain why they never bothered getting answers.
Warner Bros’ board hasn’t even determined whether Paramount’s bid “could reasonably be expected to lead to a superior proposal”—the contractual threshold that would let them properly consider it. Instead, they’re racing towards a shareholder vote on the Netflix deal, hoping Paramount will simply bugger off.
Fat chance. Paramount has launched a tender offer, urging Warner Bros shareholders to vote with their wallets now rather than wait months for a special meeting. The message is blunt: take the certain cash today, or risk being left holding Netflix stock and a toxic debt stub tomorrow.
Warner Bros shareholders will ultimately decide whether to trust their board’s Netflix romance or grab Paramount’s guaranteed payout. For now, Ellison and company are betting that when push comes to shove, thirty pieces of silver beats a streaming monopoly’s promise any day of the week.
English Entertainment
The end of Freeview? Britain debates switching off aerial tv by 2034
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.
English Entertainment
Christian Vesper steps down as Fremantle’s global film and drama CEO
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.
English Entertainment
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.
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