Netflix has revised its takeover proposal for Warner
Bros Discovery, switching to an all-cash offer valued at $27.75 per
share while maintaining the overall deal value at $82.7 billion, in
a move aimed at shutting out rival interest from Paramount Skydance.
The revised offer, disclosed in a regulatory filing on
Tuesday, has received unanimous approval from the Warner Bros Discovery
board. Netflix said the all-cash structure would enable a faster
shareholder vote and provide greater financial certainty for investors.
Netflix and Paramount Skydance have been locked in a
competitive race to acquire Warner Bros Discovery, attracted by its film and
television studios, vast content library, and major franchises such as Game
of Thrones, Harry Potter, and DC Comics properties including Batman and
Superman. While Paramount has maintained that its bid is superior, Warner
Bros Discovery has continued to back Netflix’s proposal.
Netflix co-CEO Ted Sarandos said the revised
structure would accelerate the timeline toward a shareholder vote, which is
expected to take place by April. Following the announcement, Netflix
shares edged higher in early trading, while shares of Paramount and Warner Bros
Discovery declined.
The new proposal replaces Netflix’s earlier cash-and-stock
offer, which was weakened by a drop in Netflix’s share price after the deal
was announced in December. Warner Bros Discovery said the fixed cash
consideration provides certainty of value and immediate liquidity for
shareholders.
The board also reaffirmed its view that Netflix’s
offer remains superior to Paramount Skydance’s $30-per-share all-cash bid,
citing the additional benefit that Warner Bros Discovery shareholders would
retain an interest in a planned spin-off entity, Discovery Global. The
spin-off is expected to house cable television assets including CNN, TNT
Sports, and the Discovery+ streaming service.
Paramount’s tender offer is due to expire on January
21, and analysts say the bidding contest may not yet be over, although
pressure is mounting on Paramount to improve its proposal. Any transaction is
also expected to face regulatory scrutiny amid growing concerns over
consolidation within the global media industry.
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