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Paramount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meeting
Yahoo Finance· 2026-01-12 18:57
Core Viewpoint - Paramount Skydance is escalating its efforts to acquire Warner Bros. Discovery by launching a proxy fight and filing a lawsuit to obtain more information about WBD's deal with Netflix, aiming to derail that transaction and promote its own cash offer [1][4]. Group 1: Proxy Fight and Strategy - Paramount Skydance plans to nominate its own directors for the 2026 annual meeting of Warner Bros. Discovery and will encourage shareholders to oppose the Netflix agreement if a special meeting is called [2]. - The strategy aims to reshape the board that previously rejected Paramount's bid and to garner investor support for a deal that is claimed to be superior in terms of value and risk [2]. Group 2: Financial Comparisons - Paramount's offer is $30 in cash per share for Warner Bros. Discovery, valuing the company at approximately $108 billion while addressing about $87 billion of WBD's debt [5]. - In contrast, Netflix's deal involves acquiring WBD's film and television studios, HBO, and HBO Max for $27.75 per share, implying an equity value of about $72 billion and an enterprise value of $82.7 billion, while leaving legacy cable networks as a standalone entity [6]. Group 3: Legal Actions and Information Disclosure - Paramount has filed a lawsuit in Delaware Chancery Court to compel Warner Bros. Discovery to disclose details on the valuation of the Netflix transaction and the planned spin-off of its global cable networks [4]. - Paramount argues that without this information, investors cannot make an informed decision between the competing offers, particularly regarding debt treatment and the board's risk assessment of its $30-per-share proposal [4]. Group 4: Implications for Investors - A proxy contest would allow Paramount to seek the removal of current directors at the 2026 annual meeting and replace them with nominees more amenable to its offer [7]. - If elected, these directors would be expected to utilize WBD's rights under the Netflix agreement to reconsider Paramount's bid and potentially facilitate a transaction with Paramount [7].
Wall Street Lunch: Paramount Skydance Takes Fight To Warner's Board To Block Netflix Deal
Seeking Alpha· 2026-01-12 18:37
Paramount and Warner Bros. Discovery - Paramount Skydance plans to nominate directors to Warner Bros. Discovery (WBD) and has filed a lawsuit in Delaware for basic information, emphasizing the need for Warner shareholders to make an informed decision regarding its bid versus the current deal with Netflix [3] - Paramount also proposes a bylaw amendment requiring WBD shareholder approval for any separation of Global Networks, indicating a strategic move to influence WBD's governance [3] Netflix Acquisition Odds - Despite political pressure from President Trump against Netflix's potential control over WBD, the odds of Netflix acquiring WBD remain stable at 54% on Kalshi and 53% on Polymarket, reflecting market confidence in the acquisition [4] Credit Card Issuers - Credit card issuer stocks are experiencing a decline following President Trump's proposal for a one-year cap on card rates at 10%, with notable declines in stocks such as Capital One, Synchrony Financial, Bread Financial, and American Express [8] UnitedHealth and Medicare Advantage - UnitedHealth shares are down after a Senate committee reported that the company used "aggressive tactics" to enhance payment-boosting diagnoses for its Medicare Advantage members, although the stock has recovered slightly after the company reaffirmed its outlook [9] Eli Lilly and Nvidia Partnership - Eli Lilly is partnering with Nvidia to establish an AI co-innovation lab in the San Francisco Bay Area, focusing on using AI to accelerate drug discovery, with plans to invest up to $1 billion in talent and infrastructure over five years [10]
Paramount Launches Warner Bros. Proxy Fight, Files Suit
Yahoo Finance· 2026-01-12 18:10
Core Viewpoint - Paramount Skydance Corp. is intensifying its efforts to acquire Warner Bros. Discovery Inc. by nominating directors to the board and filing a lawsuit to reveal details about Netflix's $82.7 billion takeover agreement, amid a competitive bidding war [1]. Group 1: Acquisition Attempts - Paramount has been pursuing Warner Bros. for four months, making multiple offers that have been rejected by Warner Bros.'s board [2]. - Paramount argues that its $30-a-share offer for Warner Bros. is superior, claiming it has fewer risks and costs compared to the Netflix deal [3]. Group 2: Legal Actions - Paramount has filed a lawsuit against Warner Bros. in Delaware Chancery Court, alleging that Warner Bros. failed to provide adequate disclosures to shareholders regarding the Netflix deal [6]. - The lawsuit requests the court to mandate Warner Bros. to correct misleading disclosures and provide detailed information on the valuations and risk adjustments related to the Netflix offer [6]. Group 3: Strategic Positioning - Warner Bros. plans to spin off its cable-TV channels, Discovery Global, which it believes enhances the attractiveness of the Netflix offer [4]. - Paramount contends that shares in Discovery Global are essentially worthless and maintains that its all-cash offer is more beneficial for investors [4].
Show us the math: Paramount sues Warner Bros. over how it determined Netflix's bid is better
MarketWatch· 2026-01-12 17:49
Core Viewpoint - Paramount is suing Warner Bros. Discovery and is filing a competing slate of directors to pressure the Warner board to consider its acquisition offer seriously [1] Group 1 - Paramount's legal action aims to influence the decision-making process of Warner Bros. Discovery's board regarding the acquisition proposal [1] - The competing slate of directors is part of Paramount's strategy to gain leverage in the acquisition negotiations [1]
Netflix’s (NFLX) Deal with Warner Bros Remains on Track
Yahoo Finance· 2026-01-12 17:47
Netflix, Inc. (NASDAQ:NFLX) is one of the Best Stocks to Buy for High Returns in 2026. Netflix’s deal to acquire Warner Bros remains on track. In a recent update, on January 7, Reuters reported that Warner Bros Discovery turned down Paramount Skydance’s latest attempt to acquire the studio. The board of Warner Bros rejected the revised bid from Paramount of $108.4 billion, calling it a hostile bid that investors should reject. ​The board released a letter to its shareholders explaining that Paramount’s bi ...
Paramount escalates hostile bid for Warner Bros. Discovery with proxy fight, lawsuit
New York Post· 2026-01-12 17:43
Core Viewpoint - Paramount Skydance has escalated its hostile bid for Warner Bros. Discovery (WBD) by launching a proxy fight for board control and filing a lawsuit in Delaware to enforce engagement regarding its $30-per-share all-cash offer, which it claims is financially superior to WBD's $72 billion deal with Netflix [1][4]. Group 1: Bid and Strategy - Paramount Skydance has accused WBD's board of breaching fiduciary duties by refusing to engage with its proposal while supporting the Netflix deal [1][5]. - The company has adopted a "Plan D" strategy, focusing on highlighting regulatory, financing, and valuation risks associated with Netflix's bid rather than increasing its own offer [2][4]. - Paramount argues that the WBD-Netflix transaction may face significant antitrust scrutiny and that the value of the stock portion is declining, with a potential cable spinoff worth little more than $1 per share for WBD investors [4]. Group 2: Legal Actions and Financial Disclosures - Paramount has filed a lawsuit seeking to compel WBD to disclose detailed financial analyses that justify its recommendation of the Netflix deal, including how the deal was valued and the implications of debt allocations on shareholder payouts [6][7]. - The lawsuit emphasizes that Delaware law mandates WBD's board to provide comprehensive financial analyses when presenting competing bids to shareholders, asserting that informed decisions cannot be made without this information [8]. - Paramount's CEO expressed confusion over WBD's lack of response to their offer and criticized the board for providing vague reasons for favoring the Netflix transaction over their bid [6].
Netflix vs. Disney: Which Streaming Giant Has an Edge Right Now?
ZACKS· 2026-01-12 17:42
Core Insights - The streaming industry is experiencing intensified competition between Netflix and The Walt Disney Company, with Netflix leading in subscriber numbers and Disney leveraging its diversified entertainment assets [1][2] Netflix (NFLX) Analysis - Netflix reported a 17% revenue growth in Q3 2025, with a notable 21% increase in the Asia-Pacific region, projecting full-year revenues of $45.1 billion for a 16% growth [3][4] - The company has added approximately 50 million new subscribers following its password-sharing crackdown, and its ad-supported tier is gaining traction, accounting for over half of new sign-ups [4][6] - The consensus estimate for 2026 earnings is $3.21 per share, indicating a year-over-year growth of 26.93% [5] - Challenges include heavy reliance on content spending, limited revenue diversification, and a projected operating margin of 29% for 2025, down from 30% due to a Brazilian tax issue [6] Disney (DIS) Analysis - Disney's fourth-quarter fiscal 2025 results showed a Direct-to-Consumer operating income of $352 million, contributing to a full-year streaming operating income of $1.3 billion, a significant turnaround from previous losses [7][9] - Disney+ added 3.8 million subscribers, bringing total subscriptions to 196 million, with a target of double-digit adjusted earnings growth for fiscal 2026 and 2027 [9] - The Experiences segment achieved a record operating income of $10 billion, with strong demand in parks despite competition [10] - Disney plans to spend $24 billion on content and $9 billion on capital expenditures in fiscal 2026, alongside a 50% increase in its annual dividend to $1.50 per share [10] Valuation and Performance Comparison - Over the past three months, Netflix shares have decreased by 26.6%, while Disney shares have increased by 5.1% [12] - Netflix trades at a forward P/E ratio of 27.66x, while Disney trades at a more attractive 17x, indicating a significant discount and potential for upside as streaming profitability improves [15][16] Conclusion - Disney is positioned as a superior investment opportunity due to its attractive valuation, diversified revenue streams, and improving streaming profitability, while Netflix's premium valuation presents limited upside amid competitive pressures [19]
WBD Price Wobbles as Takeover Math Gets Messier for Shareholders
Investing· 2026-01-12 17:26
Market Analysis by covering: Warner Bros Discovery Inc, Netflix Inc. Read 's Market Analysis on Investing.com ...
Paramount files lawsuit against Warner Bros. amidst controversial Netflix merger
TechCrunch· 2026-01-12 17:06
Core Viewpoint - The merger between Warner Bros. Discovery (WBD) and Netflix raises significant concerns regarding media consolidation and its implications for the industry, as highlighted by Paramount's lawsuit demanding greater financial disclosure related to Netflix's $82.7 billion acquisition [1][2]. Group 1: Lawsuit and Financial Disclosure - Paramount CEO David Ellison announced a lawsuit against WBD in Delaware, seeking essential financial information to evaluate Paramount's competing offer of $30 per share in cash [2]. - Ellison criticized WBD for not providing necessary disclosures about the Netflix transaction, including its valuation and the basis for its risk adjustment of Paramount's offer [3]. - WBD's board has rejected Paramount's bid, citing risks associated with the deal falling through [4]. Group 2: Industry Reactions and Concerns - The merger has faced negative reactions from various industry stakeholders, raising concerns about job implications, the future of theatrical releases, and the representation of diverse voices in film and TV [6]. - Netflix co-CEOs attempted to address industry fears regarding the acquisition, but opposition remains from the Writers Guild of America (WGA) due to potential antitrust law violations [7]. - Lawmakers, including Senators Elizabeth Warren and Bernie Sanders, have warned that the merger could lead to increased consumer costs, particularly following Netflix's recent price hike [7].
As Netflix Drops 33%, Is NFLX Stock Buy Ahead of Q4 Earnings?
Yahoo Finance· 2026-01-12 16:45
Core Viewpoint - Netflix shares have experienced significant pressure ahead of its fourth-quarter earnings report, with a decline of over 26% in the past three months and currently sitting 33% below its 52-week high of $134.12, despite solid underlying business performance [1][3]. Group 1: Business Performance - The streaming giant benefits from strong content offerings, steady subscriber growth, and an expanding push into advertising, which have supported revenue and earnings growth [2]. - Viewer engagement on the platform remains healthy, indicating that core business fundamentals are not deteriorating [2]. Group 2: Acquisition and Market Sentiment - Uncertainty surrounding Netflix's bid to acquire Warner Bros. has introduced new risks that have negatively impacted investor sentiment, including regulatory scrutiny and integration challenges [3]. - The acquisition is expected to add significant debt to Netflix's balance sheet, and the potential for equity dilution has further pressured the share price [3]. Group 3: Earnings Outlook - A solid fourth-quarter report may not be sufficient to calm the market due to the overhang from the Warner Bros. Discovery deal, which could lead to sharp stock movements regardless of financial results [4]. - Options markets indicate elevated expectations for volatility, with traders pricing in a post-earnings move of approximately 7.3%, higher than Netflix's average earnings-related move of about 6.6% over the past four quarters [4]. - Following the last earnings release, the stock fell by 10.1%, highlighting potential market reactions to earnings [4]. Group 4: Q4 Preview - Heading into the fourth quarter, Netflix has significant tailwinds, supported by a compelling content slate, a growing global membership base, and accelerating momentum in advertising [5].