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Paramount has launched a $108bn hostile bid to buy Warner Bros Discovery, partnering with Middle East sovereign wealth funds and Donald Trump’s son-in-law Jared Kushner to derail Netflix’s agreed deal.
The all-cash offer for the whole of Warner, including its studio, streaming and cable businesses, values the media group at $30 a share. Paramount said it was offering $18bn more in cash, with chief executive David Ellison criticising Netflix’s “inferior proposal”.
The Ellison family and RedBird Capital had committed to backstop the entire $40.7bn of equity capital required for the deal, Paramount said, adding that financing would also come from Saudi Arabia, Abu Dhabi and Qatar sovereign wealth funds as well as from Kushner’s Affinity Partners.
Following a three-month auction process, which was kicked off by Paramount’s initial bid for Warner, Netflix last week sealed an $82.7bn deal to buy the media giant’s studio assets and its HBO Max streaming service.
Netflix’s deal, which would reshape Hollywood by putting a technology company at the helm of one of the most famous studios, had already drawn the ire of powerful unions and the attention of Trump, who said on Sunday that he would be involved in reviewing the transaction.
Netflix’s deal valued Warner’s studio and streaming assets at $27.75 a share, and excluded its cable assets such as Discovery and CNN, which Warner plans to spin off next year.
Paramount is seeking to win over Warner shareholders by fuelling doubt about Netflix’s ability to secure antitrust approval. The streaming company said that it would need between 12 and 18 months to win regulatory consent, which Paramount on Monday called an “unrealistic assumption”.
Ellison, son of Oracle founder Larry Ellison, said on Monday that if Netflix was allowed to buy Warner, “there will be no more competition in Hollywood”. He added in an interview on CNBC that Trump would be supportive of the most competitive deal.
Trump said on Sunday that Netflix’s acquisition of Warner’s streaming and studio assets “could be a problem” given Netflix’s “very big market share”. However, Trump also praised Netflix’s Ted Sarandos as a “great person”.
Paramount added that the Middle East funds and Kushner’s group had agreed to forgo governance rights — including board seats — and so their participation should not lead to the deal being reviewed on national security grounds. Bank of America, Citigroup and Apollo had provided $54bn of debt commitments, Paramount said.
Despite submitting six proposals over 12 weeks, Paramount argued that Warner “never engaged meaningfully” with its offers. “Paramount has now taken its offer directly to WBD shareholders and its board of directors to ensure they have the opportunity to pursue this clearly superior alternative,” it added in a statement.
Netflix will continue to press ahead with its own deal for the studios and streaming parts of Warner, according to people close to the talks.
“This was always going to happen — it was just a case of when,” said one person familiar with Netflix’s position who said that the streamer was comfortable with the position of both the White House and US regulators on the deal.
If Warner breaks off the agreement with Netflix, it may be on the hook to pay a $2.8bn break fee to the streamer.
One person familiar with the matter said that the Paramount offer was the same as its final pitch during last week’s auction. This person added that WBD did not respond to that approach.
Warner’s board had decided to opt for Netflix late on Thursday on the basis that the offer of the movie-streaming giant offered greater certainty and was the most accommodating bidder to the company’s demands.
“The board’s overriding priority more than valuation was choosing a bidder that could sign immediately, withstand regulatory scrutiny and close on the terms required,” said a person close to Warner.
Warner’s share price rose 6.4 per cent to $27.76 in early trading, while Paramount shares climbed 4 per cent to $13.92. Netflix shares fell 4.2 per cent to $96.05.
Additional reporting by Arash Massoudi in London
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