
It took just eight hours on Tuesday for Warner Bros.
Discovery to go from “continuing to recommend in favor of the Netflix transaction” to determining that a new, sweetened offer from Paramount could be “superior” to the Netflix
offer.
The latter determination represents the first time that WBD has not been completely dismissive -- some might even say contemptuous -- of a new takeover offer from hostile suitor
Paramount Skydance (PSKY).
In each instance when PSKY has made an offer, going back to mid-December, WBD never wavered from the determination of its Board of
Directors that it planned to stick with Netflix.
Indeed, WBD and Netflix officially agreed in early December to Netflix’s purchase of Warner Bros.
assets that include HBO Max and Warner studios (but not the Discovery group of basic cable channels) in a deal valued at $82.7 billion.
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With that agreement in place, WBD has steadfastly refused to go back on it.
But now, WBD’s stance may be shifting as Paramount revised its offer
earlier this week from $30 per share to $31 per share for both Warner Bros. and the cable network group.
Netflix’s offer reportedly translates to $27.75 per
share. WBD’s share price closed at $28.90 per share on Wednesday.
Unlike past offers from Paramount, this new one was apparently enough for WBD to sit
up and pay attention.
The wording of an announcement from WBD late Tuesday afternoon indicated that the
company, citing “fiduciary duties,” may not feel so certain that in the wake of Paramount’s new offer, WBD shareholders will continue to go along with the Netflix deal as WBD has
assumed ever since Paramount swooped in to challenge Netflix for the company.
“Warner Bros. Discovery today announced that its Board of Directors,
consistent with its fiduciary duties and following consultation with its independent financial and legal advisors, has determined that the revised proposal from Paramount Skydance Corporation could
reasonably be expected to lead to a 'Company Superior Proposal' as defined in WBD’s merger agreement with Netflix Inc.,” the WBD statement said.
And just like
that, the Netflix deal that WBD has clung to since December 5 may be falling out of favor.
This week’s new offer from Paramount resulted from the seven-day
window that WBD and Netflix agreed to allow last week that would give Paramount one more chance to enter into negotiations with WBD and propose a revised offer.
Paramount made its new offer at the conclusion of the last day of the seven-day negotiating window, which was Monday.
A statement from WBD
concerning the offer arrived in the TV Blog’s inbox at 8:20 a.m. on Tuesday.
“Following engagement with PSKY during the seven-day limited waiver period, we received a revised PSKY proposal to acquire WBD, which we are reviewing,” WBD
said.
“The Netflix merger agreement remains in effect, and the Board continues to recommend in favor
of the Netflix transaction,” the statement said.
It took only eight hours for WBD to concede, in the second statement it sent out on Tuesday, that
Paramount’s new offer might be worth considering further.
A statement from Paramount on Tuesday took on a more hopeful tone than has been the case for
Paramount’s public statements since December.
“Paramount welcomes the WBD Board’s determination and looks forward to continuing to engage
constructively with WBD to deliver the benefits of Paramount’s proposal to WBD shareholders,” the company said.
Netflix, the company that now
stands a chance of being pushed aside by WBD and Paramount, issued no statement this week and declined to comment.