Jan 22 (Reuters) – Paramount Skydance on Thursday extended the deadline on its hostile tender offer for Warner Bros Discovery by about a month to February 20, buying more time to persuade investors that its bid for the Hollywood studio trumps a rival deal with Netflix.
The company did not raise its bid on Thursday. Only about 168.5 million Warner Bros shares, representing 6.8% of the company’s outstanding stock, had been tendered by the offer’s original January 21 deadline.
A successful deal will change the landscape of Hollywood by giving the suitor ownership of iconic franchises from “Friends” to “Batman” as well as the HBO Max streaming service.
Netflix on Tuesday revised its $82.7 billion offer to go all-cash in hopes of expediting the deal closure and providing greater financial certainty to investors worried about its previous stock-and-cash deal.
It is now willing to pay $27.75 per share in cash for the streaming and studio assets of the David Zaslav-led company, an offer that was unanimously approved by the Warner Bros board.
Paramount has launched a charm offensive and sued Warner Bros to bring the HBO owner to the negotiating table. But Warner Bros and analysts have suggested Paramount needs to raise its offer of $108.4 billion, or $30 per share, for the whole company to restart deal talks.
BIDDING WAR LIKELY TO COME DOWN TO SHAREHOLDER VOTE
Shares of Paramount rose 1.9%, while Netflix was down 2.4% and Warner Bros was little changed.
“We are confident in our ability to achieve regulatory approval for the Netflix merger,” Warner Bros said, adding that the deal provided “tremendous and certain value” and Paramount continues to make an offer its board has rejected repeatedly.
Netflix did not respond to a Reuters request for comment.
Warner Bros’ board earlier this month rejected an amended Paramount bid that included a $40 billion in equity, personally guaranteed by Oracle’s co-founder and Paramount CEO David Ellison’s father, Larry Ellison.
The race is expected to come to a head at a shareholder vote that is likely to be held by April as Warner investors weigh the value of cable assets that Paramount argues are worthless.
Once Paramount receives the green light from regulators at the U.S. SEC, it plans to ask Warner Bros investors to vote “against” what it is calling “the inferior Netflix transaction”.
Netflix co-CEO Ted Sarandos is planning to testify next month at a U.S. Senate committee hearing on the proposed deal, Bloomberg News reported on Thursday. The company did not respond to a request for comment.
Warner Bros said its chief revenue and strategy officer, Bruce Campbell, is scheduled to appear in the hearing.
Paramount has also suggested that if shareholders were to reject the Netflix deal, it would immediately move to oust the Warner Bros board members and replace them with directors who would be ready to review the Paramount offer, a person familiar with the matter said.
The company has argued that the Netflix offer relied on offloading $17 billion in debt to the Discovery Global spinoff that would house Warner Bros’ cable assets and was essential to the Netflix deal. If Warner Bros cannot move all of the debt as planned, it would substantially reduce what shareholders stand to make on a sale to Netflix, Paramount said.
Warner Bros has said that its advisers used three separate approaches for valuing Discovery Global.
The lowest share price they arrived at was $1.33 per share, by applying a single value across the whole company. The high end of the range was a price of $6.86 a share, if the spinoff became involved in a future deal.
Paramount has repeatedly said that its offer is superior to Netflix’s deal and has a clearer path towards regulatory approval.
The Ellisons have argued their relationship with President Donald Trump gives them an easier regulatory path to approval.
Sarandos said on a post-earnings call on Tuesday that the company has made progress towards securing the necessary regulatory approvals.
Netflix expects the addition of HBO Max will allow it to offer more personalized and flexible subscription options to better meet the needs of its diverse global audience. It also sees the theatrical business as a new revenue stream.
But some analysts argue the deal would create near-term uncertainty around integration costs, content spending and the large debt load of the combined company.
(Reporting by Harshita Mary Varghese in Bengaluru; Editing by Alan Barona and Anil D’Silva)
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