Warner Bros Discovery board rejects Paramount’s revised hostile takeover bid

The Warner Bros. Discovery board on Wednesday rejected Paramount’s revised hostile takeover bid, advising shareholders against it.The board told its shareholders that Netflix’s offer to buy the company was still better than Paramount’s, CNN reported. Paramount’s hostile takeover offer is “inadequate” and overly risky, according to the board.
In a letter to shareholders, the board noted that as a result of Paramount being smaller than WBD, “to effect the transaction, it intends to incur an extraordinary amount of incremental debt – more than $50 billion –through arrangements with multiple financing partners.”
The offer’s structure “poses materially more risk for WBD and its shareholders,” including the possibility of the whole takeover plan falling apart, compared with the “certainty of the Netflix merger,” the letter added.
Paramount has tried to alleviate WBD’s concerns about the financing by assuring the company that Oracle billionaire Larry Ellison would personally guarantee the $40.4 billion he is putting up to bankroll the $78 billion transaction. Ellison’s son, David Ellison, is the CEO of Paramount.
WBD accepted Netflix’s offer of $27.75 per share for Warner Bros. and HBO in an auction, with $23.25 in cash and the rest in Netflix stock.
Paramount offered $30 per share and took the offer public after it was rejected by the WBD board.
In addition to concerns about debt financing and other conditions connected to the offer, WBD has cited the potential value of its cable assets, including CNN, which Netflix is not acquiring.
WBD’s cable channels are being broken off into a new, publicly traded company called Discovery Global later this year. The board has argued that this new company will have significant value on its own, which Paramount has valued at just $1 per share.
Following the WBD board’s rejection of its offer, Paramount can walk away, raise the bid, or demand a vote from WBD’s shareholders.
The hostile takeover offer means that WBD shareholders could reject the board’s recommendation if the company decides to put matters directly in their hands.

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