Paramount Wins WBD After Better Offer, Netflix Declines To Counter

Paramount Skydance has won its highly public battle with Netflix to acquire and merge with the storied media company Warner Bros. Discovery.

This came soon after the WBD board determined Paramount’s latest proposal to buy all of WBD businesses was a “superior proposal" to that of Netflix.

Netflix had four business days to match Paramount’s deal. But just hours after WBD’s declaration that Paramount had a better proposal, Netflix declined to make a counteroffer.

Netflix's more recent offer was $27.50 a share to WBD investors -- an all-cash offer for just WBD’s studios and streaming business -- totaling $72 billion in value.

Including the assumption of WBD debt, this came to $82.7 billion.

Earlier this week, Paramount boosted its per-share cash price to shareholders to $31.00 -- up from $30 per share.

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Paramount’s total value -- including assumption of WBD debt -- is now $110.9 billion.

The company’s previous deal for $30 per share offering totaled $108.4 billion.

In addition, Paramount said it would have paid shareholders an additional "ticking fee" of $0.25 a share if the regulatory approval was delayed -- as well as another $7 billion fee paid by Paramount to WBD if Federal regulators turned down the deal.

According to its latest proposal, Paramount will make a $2.8 billion payment to WBD, for a termination fee to be paid to Netflix under its current merger agreement.

Paramount's offer is to buy the entire company, including WBD’s studios and streaming business (HBO Max, Discovery+) and its cable TV networks business, including CNN, TBS, Food Network and TNT.

Before these offers, WBD had plans to spin off both its studios and streaming (to be called Warner Bros.) as well as its cable networks group (to be called ‘Discovery Global’).

Under the Netflix deal, WBD would have still spun off its cable networks

Some analysts believe the cable TV networks group could be sold outright to another company at a premium value -- one that combined with Netflix’s deal  would top Paramount’s previous $30-per-share offering, totaling $108.4 billion.

This story has been updated.

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