NEW YORK — Warner Bros. Discovery is briefly resuming discussions with Paramount, which is controlled by Skydance, to hear the company's "best and final" offer. The Hollywood powerhouse is still behind the studio and streaming deal it made with Netflix.
Warner stated in a regulatory filing on Tuesday that Netflix has given them permission to negotiate to Paramount again for the next seven days, or until Monday. Warner said this will let the businesses talk about "deficiencies" that haven't been fixed yet and "clarify certain terms" of Paramount's most recent bid.
Warner's board, on the other hand, still wants shareholders to endorse its proposed merger with Netflix. On Friday, March 20, there will be a special gathering to vote on that deal.
Netflix stated in a statement that it was sure that its proposed deal "provides superior value and certainty," but it also acknowledged that "PSKY's antics have been a distraction for WBD stockholders and the entertainment industry as a whole." The streaming giant said it had given Warner a seven-day extension to "finally settle this issue."
Warner's leadership also said again that they support the Netflix transaction.
At the same time, Paramount labeled Warner's board's actions on Tuesday "unusual" and argued that the firm could have figured out whether Paramount's offer was better without a deadline. Still, Paramount stated it was "nonetheless prepared to engage in good faith and constructive discussions."
Paramount also said it will keep pushing its $30-per-share tender offer, which it said was better than Netflix's offer, while also trying to win a proxy fight.
It's hard to figure out who will win the war for Warner Bros. Discovery because Netflix and Paramount want different things. Netflix agreed to pay $72 billion in cash to buy Warner's studio and streaming business in December. This deal would cover both its old TV and movie production divisions and HBO Max. The deal's enterprise value, including debt, is nearly $83 billion, or $27.75 per share. It will be finalized after Warner finishes splitting up its cable business, which it had already said it would do.
Paramount, on the other hand, wants to buy Warner's whole firm, including networks like CNN and Discovery. They made a hostile bid of $77.9 billion in cash to stockholders just days after the Netflix acquisition was disclosed.
The total sum of Paramount's bid, including debt, is about $108 billion, or $30 per share. But Warner said on Tuesday that a Paramount representative told the business separately that it would raise its offer to $31 per share "pending engagement."
Raymond James analysts said they had "long believed" that Paramount would be likely to raise its offer, and "now it seems we are finally moving in that direction." They said that if Paramount raised its price to $32 or $33 a share, it would be "increasingly difficult to argue that the Netflix agreement is better." However, Netflix could then try to match the bid.
"Netflix is still in charge, but now it has to make its case," the analysts said in a research note on Tuesday.
Recently, Paramount has tried harder to make its offer more appealing. Last week, the business stated it would pay Warner shareholders an extra "ticking fee" if the merger doesn't go through before the end of the year. This fee would be 25 cents per share, or $650 million, for each quarter after December 31. Under the terms of the merger deal, Paramount also promised to pay Warner's planned $2.8 billion breakup fee to Netflix.
The business has been working hard to get new shareholders on board. Paramount has pushed back the date for its tender offer three times, with the most recent one slated for March 2. As of the start of last week, more than 42.3 million Warner shares had been "validly tendered and not withdrawn" from its hostile bid. This is down from over 168.5 million Warner shares on January 21, but it's still a small fraction of Warner's 2.48 billion shares outstanding in series A common stock.
But this week, Ancora Holdings, an activist investor, publicly spoke out against Warner's plan to merge with Netflix. In addition to its tender offer, Paramount has threatened a proxy struggle. On Tuesday, the business said again that it would put forward its own list of candidates for directors at Warner's annual meeting.
It's still not clear what, if anything, will change after the next seven days of talks. For the past few months, Paramount, Warner, and Netflix have been arguing a lot about who has the better agreement.
Lawmakers around the world are very worried about the possibility of a Warner sale to either firm. They are asking regulators to carefully look at a combination of this size.
The U.S. Department of Justice has already started looking into the deals, and other countries may do the same. Last month, both Paramount and Netflix claimed they got permission from German authorities to sell stocks.
Warner Bros. stock On Tuesday, Discovery's stock was up more than 3%. Paramount Skydance's shares rose more than 5%, while Netflix's price rose a little.
