NEW YORK (AP) — Warner Bros. Discovery is briefly reopening takeover talks with Skydance-owned Paramount to hear the company's “best and final” offer, while the Hollywood giant continues to back the studio and streaming deal it struck with Netflix.
In a Tuesday regulatory filing, Warner said it had received a waiver from Netflix to reopen talks with Paramount for the next seven days, or until Monday. Warner said this will allow the companies to discuss unresolved “deficiencies” and “clarify certain terms” of Paramount's latest bid.
But in the meantime, Warner's board is still recommending shareholders support of its proposed merger with Netflix. A special meeting is now scheduled for Friday, March 20 to hold a vote on that deal.
In a statement, Netflix said it was confident that its proposed transaction “provides superior value and certainty” — but recognized “the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY’s antics.” The streaming giant noted it had granted Warner a seven-day waiver to “finally resolve this matter.”
Warner's leadership similarly reiterated its support for the Netflix deal. Paramount did not immediately respond to The Associated Press' request for comment Tuesday.
In December, Netflix agreed to buy Warner’s studio and streaming business for $72 billion now in an all-cash transaction that would cover its legacy TV and movie production arms, as well as HBO Max. Including debt, the enterprise value of the deal is about $83 billion, or $27.75 per share, and would be finalized after Warner completes a previously-announced separation of its cable operations.
Meanwhile, unlike Netflix, Paramount wants to acquire Warner’s entire company — including networks like CNN and Discovery — and went straight to shareholders with an all-cash, $77.9 billion hostile offer just days after the Netflix deal was announced in December.
The enterprise value of Paramount's bid currently stands of $108 billion including debt, or $30 per share. But Warner disclosed Tuesday that a Paramount representative separately informed the company it would up its offer to $31 per share “pending engagement.”
Paramount has made more attempts to sweeten its bid recently. Last week, the company said it would pay Warner shareholders an added “ticking fee” if its deal doesn’t go through by the end of the year — amounting to 25 cents per share, or a total of $650 million, for every quarter after Dec. 31. Paramount also pledged to fund Warner’s proposed $2.8 billion breakup payout to Netflix under its merger agreement.
The company has been scrambling to gain more shareholder support. Paramount previously extended the deadline for tender offer three times. And according to company disclosures, more than 42.3 million Warner shares had been “validly tendered and not withdrawn” from its hostile bid as of the start of last week, down from over 168.5 million Warner shares Jan. 21 — still a small fraction of Warner's 2.48 billion shares outstanding in series A common stock.
But also last week, one activist investor, Ancora Holdings, publicly expressed opposition to Warner's proposed merger with Netflix — urging the board consider Paramount's latest offer. And what, if anything, changes after the next seven days has yet to be seen.
Paramount, Warner and Netflix have spent the last couple of months in a heated back and forth over who has a stronger deal on the table.
Paramount has argued that its offer is superior — notably taking issue with the “sliding scale” payout of Netflix's transaction that could range from $21.23 to $27.75 per share, depending on debt spanning from Warner’s networks spinoff. It's also claimed Warner's board has been uncooperative. Meanwhile, Netflix and Warner have maintained that they've struck the better deal, which they say will boost growth across the industry. And Netflix on Tuesday accused Paramount of “misleading” shareholders about regulatory challenges.
The prospect of a Warner sale to either company has raised tremendous antitrust concerns from lawmakers worldwide, who are calling on regulators to carefully scrutinize a merger of this size.
The U.S. Department of Justice has already initiated its reviews, and other countries may also scrutinize either deal. Both Paramount and Netflix have said they received securities clearance from German authorities last month.
Shares of Warner Bros. Discovery rose more than 2% in Tuesday morning trading. Paramount Skydance climbed nearly 6%, while Netflix's stock fell slightly.