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Warner Bros Discovery board rejects rival bid from Paramount

LOS ANGELES – Warner Bros. Discovery’s board spurned Paramount Skydance’s $108.4 billion hostile takeover bid on Wednesday, calling the offer “illusory” as it accused the studio giant of misleading shareholders about its financing.

Paramount has been in a race with Netflix to win control of Warner Bros., and with it, its prized film and television studios, HBO Max streaming service and franchises like “Harry Potter.” After Warner Bros. accepted the streaming giant’s offer, Paramount launched a hostile offer to outdo that bid.

In a letter to shareholders on Wednesday, the Warner Bros. board wrote that Paramount had “consistently misled” Warner Bros. shareholders that its $30-per-share cash offer was fully guaranteed, or “backstopped,” by the Ellison family, led by billionaire and Oracle co-founder Larry Ellison. 

“It does not, and never has,” the board wrote of the guarantee of Paramount’s offer, noting that the offer posed “numerous, significant risks.”

The board said it found Paramount’s offer “inferior” to the merger agreement with Netflix. Netflix’s $27.75 per share offer for Warner Bros.’ unit is a binding agreement that requires no equity financing and has robust debt commitments, the board wrote.

The board also said the offer could be terminated or amended at any time prior to the deal’s completion, which is not the same as a binding merger agreement.

Warner Bros. has not yet set a date for a shareholder vote on the deal but it is expected to happen sometime in spring or early summer, its Chairman Samuel Di Piazza said in an interview with CNBC.

The Ellisons have cited their relationship with President Donald Trump as a reason why the deal would face an easier regulatory path.

Paramount did not immediately respond to a Reuters request for comment, while Netflix welcomed the move. 

“The Warner Bros. Discovery Board reinforced that Netflix’s merger agreement is superior and that our acquisition is in the best interest of stockholders,” its co-CEO Ted Sarandos, said in a statement. 

Netflix is already talking with the U.S. Department of Justice and the European Commission, its other co-CEO Greg Peters told CNBC, while expressing confidence in how regulators would view the deal.

Netflix has told Warner Bros. it would keep releasing the studio’s films in cinemas in a bid to ease fears that its deal would eliminate another studio and major source of theatrical films, according to people familiar with the matter. 

Paramount last week took its case directly to Warner Bros. shareholders, arguing it has arranged “air-tight financing” to support its bid, with $41 billion in new equity assured by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi and Apollo.

Warner Bros. board countered that Paramount’s latest offer includes an equity commitment “for which there is no Ellison family commitment of any kind,” but rather the backing of “an unknown and opaque” Lawrence J. Ellison Revocable Trust, whose assets and liabilities are not publicly disclosed and are subject to change.

“Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was…the Ellison family has chosen not to backstop the PSKY offer,” the Warner Bros board wrote.

“A revocable trust is no replacement for a secured commitment by a controlling shareholder.”

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