Commentary

Testy Paramount Agrees To WBD Meeting, Promises 'Good Faith'

Paramount agreed to meet with Warner Bros. Discovery in the seven-day negotiating window offered by WBD and Netflix, but at the same time, Paramount complained about the restrictive time frame.

Paramount asserted that the narrow, seven-day time frame violates the terms of WBD’s agreed-upon merger deal with Netflix. 

And as it has done at every step in this drama for control of Warner Bros. Discovery, Paramount continued to push its offer over Netflix’s. 

“Paramount acknowledges the announcement from Warner Bros. Discovery that, acting with Netflix, they have decided to provide Paramount [with] a 7-day ‘waiver’ for negotiation,” the statement from Paramount said.

advertisement

advertisement

“In doing so,” Paramount continued, “the WBD Board has chosen to avoid making the customary determination under the Netflix merger agreement that Paramount’s superior $30 per share all-cash offer ‘could reasonably be expected to result in’ a superior proposal, which would have given it an unfettered right to negotiate without a time deadline.”

Having said all that, Paramount vowed “to engage in good faith and constructive discussions,” the company said.

“At the same time, we will continue to advance our tender offer, maintain our solicitation in opposition to the inferior Netflix merger, and proceed with our intention to nominate a slate of directors at the upcoming WBD annual meeting,” Paramount promised.  

The seven-day clock is already ticking. WBD’s announcement on Tuesday said this window of opportunity closes February 23, which is next Monday. As of Wednesday afternoon, the TV Blog had no idea if the meetings were underway.

Meanwhile, Paramount is taking its campaign for WBD up a notch with the launch of a website in which it invites viewers to read more about the company’s offer for WBD and why it is superior to Netflix’s.

The website’s name --  StrongerHollywood.com -- represents Paramount’s view that the very future of Hollywood is at stake if WBD shareholders choose Netflix over Paramount, as if Netflix is not to be considered a Hollywood player on equal footing with Paramount and Warner Bros.

On the site, users are directed to a page titled “Setting the Record Straight,” in which the company seeks to debunk “misleading” claims made by WBD in opposing its offer.

“Paramount has made a $30 per share all-cash offer to deliver WBD shareholders superior value and a faster and cleaner path to completion than the Netflix transaction,” says the intro at the top of this web page, which is actually a downloadable PDF.

“Rather than secure the best offer for WBD shareholders, WBD is seeking to justify an inferior deal with Netflix by citing a ‘kitchen sink’ litany of purported questions and concerns,” Paramount said.

“This document sets the record straight on just some [bold theirs] of the inaccuracies and mis-directions espoused by WBD.”

Then come the “misleading” claims. For example, one misleading claim made by WBD, according to Paramount, is this: “The PSKY [Paramount] offer is illusory,” to which Paramount responds: “Paramount’s tender offer is not illusory.”

Another example offers this “misleading” claim made by WBD: “The PSKY offer provides inadequate value.”

Paramount’s answer: “The math is: $30 [per share] in cash is bigger even than Netflix’s own headline value of $27.75 [per share].”

These misleading claims and Paramount’s corrections of them are much longer than the abbreviated versions provided here. The full answers are a lot more complicated.

On that subject, a question arises when poring over this document: Who will actually visit this website and read this thing?

Next story loading loading..