• by Adam Buckman , Featured Columnist, 11 hours ago

The battle for Warner Bros. seems poised to culminate dramatically on March 20. 

That’s the date Warner Bros. Discovery has set for a special shareholders meeting that WBD hopes will be the final showdown in its battle with hostile bidder Paramount, as Netflix anxiously awaits the outcome.

It’s a drama worthy of its own limited series on Netflix, HBO Max or Paramount+ -- a high-stakes battle between three of the biggest companies in global show business.

WBD announced the meeting date early Tuesday morning in a wide-ranging press release in which the company reiterated -- for what seems like the hundredth time -- its preference to merge with Netflix over Paramount.

“The WBD Board of Directors continues to unanimously recommend in favor of the Netflix merger,” the announcement said.

Indeed, the March 20 “Special Meeting of Shareholders” is being position as an opportunity for shareholders “to vote on the merger with Netflix” and, in the process “reject the PSKY [Paramount Skydance] offer,” the WBD press release said.

WBD and Netflix are confident they will prevail. Netflix even gave its blessing for WBD to enter into discussions with Paramount for a period of seven days, which started yesterday (February 17) and will conclude next Monday, February 23.

“During this period, WBD will engage with PSKY to discuss the deficiencies that remain unresolved and clarify certain terms of PSKY’s proposed merger agreement,” the WBD announcement said. 

The announcement also noted that Netflix has the right to match any offer PSKY has made, or will make. “Netflix retains its matching rights as defined by the merger agreement,” the release said.

That last sentence serves as a reminder that WBD and Netflix have already agreed to their merger plan -- having done so last year on December 5. To them, the deal is a fait accompli, and Paramount’s hostile bids are a nuisance.

Under the terms of WBD’s and Netflix’s agreed-upon, all-cash agreement, Netflix will pay $82.7 billion for Warner Bros.' film and TV studios, HBO Max and other WB assets.

The deal does not include the Discovery group of basic cable networks.

Plans call for those to be spun off into a new company, Discovery Global, when (or if) the WBD-Netflix deal closes pending regulatory approvals and shareholder approval, which the two parties have long considered a mere formality.

Paramount’s hostile bids for WBD have all included the cable network group.

Paramount’s latest bid, made just last week, will have the company -- backed by mega-billionaire Oracle founder Larry Ellison -- paying $108.4 billion for WBD, plus billions more to cover related fees that would have been assessed to WBD for breaking its agreement with Netflix. 

The offer reportedly amounts to $31 per share. At midday Tuesday, WBD's NASDAQ share price was $29.

The seven-day window in which WBD has agreed to parley with Paramount could be little more than a “due-diligence” play. 

WBD may want the meetings to show the world that it is taking Paramount’s bids seriously and is undertaking the “due diligence” of publicly considering them. 

One wonders whether there is anything Paramount can possibly say for WBD to suddenly reject Netflix.

“While we are confident that our transaction provides superior value and certainty, we recognize the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY’s antics,” Netflix said in its own press release on Tuesday.

“Accordingly, we granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matter,” the company said.

Netflix then invoked its signed merger agreement with WBD. “This does not change the fact that we have the only signed, board-recommended agreement with WBD, and ours is the only certain path to delivering value to WBD’s stockholders,” Netflix said.