David Ellison is not going away quietly in his quest to land Warner Bros. Discovery.
On Monday, Ellison’s Paramount Skydance announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of WBD for $30 per share — the same terms it offered in its Dec. 1 bid submitted to the Warner Bros. Discovery’s board. Paramount’s proposed transaction is for the entirety of Warner Bros. Discovery, including the TV business with CNN, TBS, TNT and other networks.
Paramount’s announcement comes after Netflix and WBD revealed their binding agreement Friday under which Netflix would buy Warner Bros.’s studio operations, HBO and HBO Max for $72 billion (with an enterprise value of $82.7 billion).
According to Paramount, its all-cash offer equates to an enterprise value of $108.4 billion (including assumption of debt). In contrast, the Netflix proposal entails “a volatile and complex structure” valued at $27.75/share in a mix of cash ($23.25) and stock ($4.50), subject to collar and the future performance of Netflix, equating to an enterprise value of $82.7 billion (excluding the TV biz), per Paramount.
“Paramount’s strategically and financially compelling offer to WBD shareholders provides a superior alternative to the Netflix transaction, which offers inferior and uncertain value and exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash,” Paramount said in announcing the hostile takeover maneuver.
Paramount’s $30/share offer is backed by Oracle co-founder Larry Ellison, David Ellison’s father, and RedBird Capital Partners — both of which put in the money for Skydance Media’s acquisition of Paramount Global.
Paramount’s latest WBD offer also includes an aggregate $24 billion in backing from the sovereign wealth funds of Saudi Arabia, Qatar and Abu Dhabi, according to an SEC filing by the company. Chinese internet company Tencent has committed $1 billion in funding, and Paramount’s offer also is backed by Affinity Partners, the investment company formed by Jared Kushner, who is Donald Trump’s son-in-law.
In addition, Paramount said its WBD bid will be financed in part by $54 billion in debt commitments from Bank of America, Citi and Apollo Global Management.
David Ellison previously submitted three bids for WBD but the Warner Bros. Discovery board in October rejected his previous highest offer of $23.50/share, which comprised 80% cash and 20% stock. Paramount Skydance then submitted an all-cash bid of $30/share on Dec. 1, but the board of WBD selected Netflix’s as the buyer for WB and HBO Max.
The Paramount offer for the entirety of WBD provides shareholders is $18 billion higher than the Netflix proposal — and Paramount alleged that the WBD board’s recommendation of the Netflix transaction over Paramount’s offer is based on an illusory prospective valuation of Global Networks that is unsupported by the business fundamentals and encumbered by high levels of financial leverage assigned to the entity.
Reps for Warner Bros. Discovery did not immediately respond to requests for comment. Netflix declined to comment.
In his previous bids, Ellison had proposed offering WBD chief David Zaslav a co-chairman and co-CEO role in a merged Paramount Skydance-WBD; it’s not known if that’s still on the table in Paramount’s latest offer.
Ellison, chairman and CEO of Paramount, said in a statement Monday: “WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company. Our public offer, which is on the same terms we provided to the Warner Bros. Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion. We believe the WBD Board of Directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximize the value of their shares.”
Paramount said WBD shareholders can find additional information about the Paramount proposal at strongerhollywood.com.
