新力量 New Force 第一上海研究部 research@firstshanghai.com 总第 4920 期 2025 年 12 月 9 日 星期二 研究观点 【公司研究】 网易（NTES.US/9999.HK，买入）：Q3 递延收入同比增长 25%，未来游戏产品储备丰富 【公司评论】 特斯拉（TSLA）：周报 奈飞（NFLX）：奈飞+华纳，下一个时代的媒体巨头 评级变化 | 公司 | 代码 | 评级 | 目标价(港元） | | 2025年EPS(港元) | | | 2026年EPS(港元) | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | 新 旧 新 | 旧 | 变动 | 新 | 旧 | 变动 | 新 | 旧 | 变动 | | 网易（美元） | NTES | 买入 买入 165.00 | 160.00 | 3% | 8.300 | 8.600 | -3% | 8.800 | 9.100 | -3% | 第一上海证券有限公司 香港中环德辅道中 71 号永安集团大厦 19 楼 咨询热线：400- ...

Core Viewpoint - Paramount Global's hostile takeover bid for Warner Bros. Discovery (WBD) complicates the merger between Netflix and WBD, with Paramount offering $30 per share, valuing WBD at $108.4 billion, while Netflix's offer was $27.75 per share, valuing WBD at approximately $82.7 billion [1][2] Group 1: Acquisition Details - Paramount Global announced a cash offer of $30 per share for 100% of WBD, totaling an estimated $108.4 billion [1] - Netflix's agreement with WBD involves a cash and stock deal at $27.75 per share, with a total valuation of about $82.7 billion [1] - Netflix plans to acquire specific WBD assets, including Warner Bros. film and television divisions, HBO, and HBO Max, while Paramount aims for a full acquisition [1] Group 2: Board Response - WBD's board stated it would not change its recommendation for the Netflix agreement and advised shareholders to refrain from acting on Paramount's proposal [2] - The board will review and consider Paramount's offer despite maintaining its stance on the Netflix deal [2] Group 3: Regulatory Risks - The merger with Netflix may take 12 to 18 months to complete, facing regulatory scrutiny [4] - Netflix has agreed to pay a $5.8 billion breakup fee if the deal is not approved, indicating confidence in regulatory approval [4] - If WBD seeks other merger options, it would incur a $2.8 billion fee, suggesting Paramount may need to increase its offer [4] Group 4: Market Dynamics - Paramount claims its acquisition proposal enhances competition and benefits consumers, with a user base of over 300 million for Netflix and 125 million for HBO Max [5] - The leadership of Paramount, linked to influential political connections, may facilitate regulatory approval compared to Netflix's leadership, which has Democratic ties [6] Group 5: Industry Impact - Regardless of the outcome, Hollywood faces fewer buyers and a shift towards streaming over traditional cinema [7] - WBD's CEO indicated that the merger would not likely lead to significant layoffs, as Netflix aims to retain most employees [7] - The traditional cinema industry is threatened, with potential revenue losses of 25% if WBD's films do not screen in theaters [7] Group 6: Industry Challenges - The entertainment industry has been in decline, with a significant drop in film releases and box office revenues [8] - The number of films released by major studios has halved since 2006, with an average of 62 films per year from 2021 to 2024 [8] - The industry has lost tens of thousands of jobs since 2020, affecting various roles beyond just writers and producers [8][9]

Market Overview - U.S. stock futures showed volatility, fluctuating between gains and losses after declines on Monday, with major benchmark indices futures up [1] - The Federal Open Market Committee's two-day meeting is underway, with a focus on a potential rate cut decision expected tomorrow [1] - The 10-year Treasury bond yield is at 4.15%, while the two-year bond yield is at 3.58%, with an 89.4% likelihood of a rate cut in December according to CME Group's FedWatch tool [1] Futures Performance - Dow Jones futures increased by 0.04%, S&P 500 by 0.06%, and Nasdaq 100 by 0.02%, while Russell 2000 decreased by 0.06% [2] - The SPDR S&P 500 ETF Trust (SPY) rose by 0.063% to $684.06, and Invesco QQQ Trust ETF (QQQ) increased by 0.016% to $624.38 in premarket trading [2] Stocks in Focus - Ares Management Corp. (ARES) surged by 8.71% after being announced for inclusion in the S&P 500 index effective December 11 [6] - Nvidia Corp. (NVDA) increased by 1.57% following confirmation from President Trump that NVDA can ship H200 chips to approved customers in China and other countries [6] - Toll Brothers Inc. (TOL) fell by 3.49% after reporting mixed financial results for Q4 of fiscal 2025 [6] - Tesla Inc. (TSLA) declined by 0.94% after Morgan Stanley downgraded it to equal-weight due to high valuation concerns [6] - Paramount Skydance Corp. (PSKY) rose by 1.72% after launching a $30 per share tender offer to acquire Warner Bros. Discovery Inc. (WBD), valuing it at $108.4 billion [13] Economic Insights - The Comerica Economic Weekly report indicates a cooling economy and anticipates a rate reduction of a quarter percentage point at the FOMC's final meeting of the year [10] - The report highlights a weaker job market with a decline in private payrolls and rising job cuts, alongside persistent inflation pressures from food and energy costs [12]

Pivotal Research将奈飞的目标价从160美元下调至105美元，评级从"买入"下调至"持有"。(格隆汇) ...

Core Viewpoint - Paramount Global has launched a hostile takeover bid for Warner Bros. Discovery, offering $108.4 billion in cash to acquire all shares, claiming their proposal is superior to Netflix's recent agreement with Warner Bros. [1][2] Group 1: Acquisition Proposals - Paramount's offer is a cash bid of $30 per share, targeting all of Warner Bros.' assets, including CNN and other cable businesses [2] - Netflix's agreement with Warner Bros. includes a mix of cash and stock, priced at $27.75 per share, focusing on Warner Bros.' television, film production, and streaming businesses, while planning to spin off cable operations [2][4] - Paramount's CEO, David Ellison, emphasized that their cash offer exceeds Netflix's by $17.6 billion, asserting that "cash is king" [2] Group 2: Regulatory and Political Factors - President Trump has indicated he will intervene in the regulatory approval process for Netflix's acquisition, citing concerns over market control [5][6] - Paramount's proposal aims to raise doubts among Warner Bros. shareholders regarding the likelihood of Netflix's deal passing antitrust scrutiny [4][6] - The involvement of external financing partners in Paramount's bid has raised concerns about potential regulatory hurdles, although they have stated these partners would not seek management control [3][4] Group 3: Market Implications - Both acquisition proposals could trigger antitrust concerns due to the significant market shares held by Netflix and Warner Bros. in the media industry [4] - The deadline for Warner Bros. shareholders to vote on Paramount's offer is set for January 8, with the possibility of an extension [6] - Analysts suggest that while Paramount's all-cash offer may be more attractive, it carries high debt implications that could affect the merged entity's financial health [6]

派拉蒙天舞正式宣布，已向华纳兄弟探索集团的股东提出全现金收购的要约，计划以每股30美元(约合人民币212元)的价格，总计1084亿美元(约合人民币 7554亿元)收购华纳兄弟探索所有已发行股份。而在此之前，派拉蒙天舞的报价是700亿美元，Netflix则以827亿美元胜出。 商战就是如此朴实无华且枯燥，来得这么随意。 其实，Netflix在收购华纳这件事儿上，就困难重重，好比唐僧取经，一路上都是磨难。派拉蒙现在跳出来当拦路虎，还不一定就是最大的困难，毕竟川普 都曾公开发言表示，"这确实是个很大的市场份额，可能带来问题。" 题图 / 读心神探 前几天，ACGx才刚刚报道了Netflix拟827亿美元收购华纳兄弟，完成流媒体时代最大并购案。结果没有想到，今天这个故事发生了转折，因为Netflix遇见 拦路虎——派拉蒙天舞。 那么这个"相关市场"到底是什么呢，Netflix可能会直接将Google旗下的YouTube和字节跳动旗下的TikTok等视频服务平台纳入市场分析范围。如果这一逻 辑被采纳，将大幅稀释Netflix在监管视野中的市场主导地位。而Netflix的市场份额也将会从30%下降到15%。 当然，派拉蒙 ...

Core Viewpoint - The proposed acquisition of Warner Bros. Discovery by Netflix, valued at $72 billion, faces challenges due to a competing hostile takeover bid from Paramount Skydance, which offers $77.9 billion in cash [1][2][4]. Group 1: Acquisition Details - Netflix's bid includes $27.75 per share, comprising $23.25 in cash and $4.50 in Netflix stock, specifically for Warner Bros. Discovery's film and television studios, as well as HBO and HBO Max [6]. - Paramount Skydance's offer of $30 per share is presented as a "superior alternative," claiming to provide shareholders with $18 billion more in cash compared to Netflix's bid [4][5]. Group 2: Regulatory Scrutiny - The deal is expected to undergo significant regulatory scrutiny, with both Netflix and Paramount arguing their cases regarding market competitiveness [2][11]. - Paramount's CEO has positioned their offer as more favorable, while Netflix contends that the merger would not be anticompetitive, citing market share statistics [11][12]. Group 3: Financial Implications - If the agreement falls through, Netflix would incur a $5.8 billion breakup fee, while Warner Bros. Discovery would owe $2.8 billion if it accepts a competing proposal [13]. - The emergence of a hostile bid could lead to a bidding war, potentially increasing the acquisition cost for Warner Bros. Discovery [8]. Group 4: Market Reactions - Following the announcement of the hostile takeover bid, Warner Bros. Discovery's stock surged, indicating increased investor interest and potential volatility in the acquisition process [8].

派拉蒙天舞总裁大卫·埃里森的父亲是美国顶级富豪，甲骨文创始人拉里·埃里森，大卫埃里森和他妹妹都是重度电影迷，很早就开始投资电影行业 派拉蒙的宣布，正值Netflix 与WBD 于上周五揭露双方已签署具约束力协议，Netflix 将以720 亿美元买下华纳兄弟影业、HBO 与HBO Max（企业价值827 亿美元）。 依照派拉蒙说法，其全现金收购提案对应的企业价值达1084 亿美元（包含承担债务）。相较之下，Netflix 的方案则采用"波动性高且结构复杂"的组合， 以 每股 27.75 美元的估值（23.25 现金＋4.5 美元股票），并依Netflix 未来股价表现而变动，对应企业价值为827 亿美元（不含电视业务）。 派拉蒙正式开启对华纳兄弟的恶意收购 大卫·埃里森（David Ellison）在追求拿下华纳兄弟探索（Warner Bros. Discovery, WBD）的行动上，显然不打算悄悄退场。 周一，埃里森旗下的派拉蒙天舞（Paramount Skydance）宣布，已正式启动全现金公开收购，以每股30 美元的价格买下华纳兄弟探索所有流通在外的股份 ——与 12 月1 日递交给WBD 董事会的提 ...

来源：环球网 据多家外媒报道，流媒体巨头网飞（Netflix）12月5日宣布，将以每股27.75美元的交易收购华纳兄弟探 索公司的核心业务（制片厂业务、HBO、HBO Max），涉及的整体企业价值827亿美元，其中股权价值 720亿美元。 派拉蒙对华纳兄弟探索公司发起估值1080亿美元的敌意收购，旨在阻止网飞交易 派拉蒙天舞的全现金收购方案涉及的整体企业价值为1084亿美元，其中股权价值779亿美元。派拉蒙天 舞表示，网飞的收购方案采用了一种"波动较大且结构复杂"的方式，每股27.75美元的交易由23.35美元 现金和4.5美元股票组成，具体价格取决于市场波动幅度以及网飞未来的业绩表现。 不过，这件事又有了新的变数。 为阻止网飞收购，当地时间本周一，派拉蒙天舞（Paramount Skydance）宣布，已启动全现金收购要 约，拟以每股30美元的价格收购华纳兄弟探索公司所有已发行股份。此次拟收购的资产包括华纳兄弟探 索公司的全部业务，以及其旗下拥有的CNN、TBS、TNT等电视频道的电视业务。 网飞对华纳的收购预计需要12至18个月，而派拉蒙天舞表示，他们将在12个月内完成收购。 派拉蒙天舞宣布将敌意收购时还 ...

Group 1: Acquisition Overview - Paramount Skydance Corp. has launched a hostile $108 billion bid for Warner Bros Discovery Inc., backed by financing from Jared Kushner's Affinity Partners and Middle Eastern sovereign wealth funds [1][5] - The aggressive move aims to derail a rival acquisition by Netflix, sparking a high-stakes media battle that could create a risky corporate "monolith" [2][3] Group 2: Financial Implications - The bidding war centers on control of WBD's extensive intellectual property library, including HBO and DC Entertainment, with Netflix's offer valued at approximately $83 billion in enterprise value [3] - Analysts have expressed concerns over the financials, with John Colley criticizing Netflix's bid as "expensive," noting a 121% premium above the share price and a record $5.8 billion break fee [3][4] Group 3: Regulatory and Ethical Concerns - Both suitors face intense scrutiny from the Justice Department regarding anti-competitive risks and the complex web of foreign financing associated with Paramount's bid [7] - The involvement of President Trump's family interests in the regulatory spotlight raises concerns about potential conflicts of interest and the integrity of the deal clearance process [5][6][7] Group 4: Market Performance - PSKY shares rose 9.02% to $14.57 on Monday, with an additional 1.24% increase in after-hours trading [8] - NFLX shares dropped 3.44% to $96.79 on Monday, although it has seen an 8.59% increase year-to-date [8]