Core Insights - The board of Warner Brothers expressed concerns regarding the financing proposals from Larry Ellison, indicating a lack of confidence in the guarantees provided for the deal [2][4][6] - Netflix's offer was highlighted as more compelling due to its cash-heavy structure, certainty of closing, and a high termination fee, which addressed operational issues that the board was concerned about [3][6] - The board emphasized the importance of having a reliable equity stack and direct communication with key stakeholders to ensure deal closure, which was not adequately addressed in Ellison's proposals [4][5][10] Financing Concerns - The board questioned the reliability of financing from one of the wealthiest individuals, citing that no guarantees were made in the proposals that would ensure the deal's success [2][4][6] - Investors perceived the $30 per share cash offer from Ellison as attractive, but the board remained cautious about the potential risks associated with the financing structure [7][8] Shareholder Sentiment - Shareholders expressed satisfaction with the board's decision, indicating a positive reception to the strategic changes being implemented after a prolonged period of uncertainty [9][10] - The board acknowledged the need for change and the importance of delivering value to investors, which led to the decision to pursue a spin-off [9][10]

Core Viewpoint - Warner Bros. Discovery's board unanimously rejected Paramount Skydance's tender offer, deeming it inadequate and risky, while fully supporting the proposed merger with Netflix [1][2]. Group 1: Board's Evaluation of Paramount's Offer - The board concluded that Paramount's tender offer is inadequate and imposes significant risks and costs on shareholders [2]. - The Ellison family has not provided an "equity backstop," which would guarantee coverage for any potential financing collapse related to the bid [3]. - The board argued that there is no material difference in regulatory risk between the Paramount offer and the Netflix deal [3]. Group 2: Support for Netflix Merger - Warner Bros. Discovery is urging shareholders to support the merger with Netflix as the "more certain value" path forward [5][6]. - The details of the board's decision are outlined in a Schedule 14D-9 filing with the Securities and Exchange Commission [5].

Core Viewpoint - Warner Brothers Discovery has officially rejected Paramount's tender offer of $30 per share in cash, citing various reasons for their decision [2][5]. Group 1: Rejection of Paramount's Offer - Warner Brothers Discovery's board has stated a clear "no thank you" to Paramount's bid, emphasizing that the offer does not meet their expectations [2]. - The rejection is based on claims that Paramount has misled Warner Brothers shareholders regarding the financial backing from the Ellison family, which Warner Brothers asserts does not exist [3][4]. Group 2: Financing Concerns - Warner Brothers highlights that Paramount's proposal relies on an "unknown and opaque revocable trust" for funding, rather than a solid commitment from the Ellison family [4]. - Despite Paramount's assertions that the Ellison family could provide the necessary equity of approximately $48 billion, Warner Brothers maintains that no such commitment has been made [5]. Group 3: Competitive Review Process - Warner Brothers claims to have conducted a transparent and competitive review process, establishing a level playing field for potential bidders [5]. - In contrast, Paramount feels disadvantaged and believes that their final offer did not receive adequate consideration from Warner Brothers [6]. Group 4: Regulatory Considerations - Warner Brothers does not believe there is a significant regulatory risk difference between Paramount and Netflix, countering the perception that Paramount would face a smoother regulatory review process [6][7]. - The ongoing situation raises questions about whether Paramount will increase its offer to trigger Netflix's matching rights under its merger agreement with Warner Brothers [7].

Faber joins us right now from the New York Stock Exchange. He has that news. Good morning, David. >> Good morning, Becky.We've been waiting for the response, so to speak, from Warner Brothers Discovery to that tender offer we got more than a week ago from Paramount to acquire Warner Brothers for $30 a share in cash, and we've gotten it this morning. It's a 14D9 filing. It is, as you might imagine, voluminous.Uh that said, um the key points are ones we've been making. And of course, the lead is no thank you, ...

华纳兄弟探索频道对派拉蒙影业的恶意收购提议予以回绝，上述指控正是其表态的一部分。 总部位于加利福尼亚州 伯班克市的华纳兄弟已同意以 830 亿美元的价格出售给网飞。 12 月 17 日，华纳兄弟探索频道向拉里・埃里森与戴维・埃里森父子发起抨击，不仅呼吁股东拒绝他们 提出的恶意收购提议，还指出埃里森家族一直在误导股东。 派拉蒙影业由埃里森家族掌控，该公司此前宣称其拟议的收购交易已获得这个富豪家族的 "全额担 保"。但华纳兄弟探索频道在当日致股东的一封信中反驳道："事实并非如此，而且从未有过所谓的全额 担保。" 这一决定让派拉蒙数月来狂热的收购计划再遇阻碍。分析师表示，此次收购对派拉蒙而言成败在此一 举，唯有成功收购华纳兄弟探索频道，它才有实力与网飞、迪士尼和亚马逊等流媒体巨头相抗衡。本 月，华纳兄弟探索频道已同意以 830 亿美元的现金加股票形式，将旗下大部分业务出售给网飞，同时拒 绝了派拉蒙提出的 1080 亿美元全额现金收购其全部股权的提议。 在 12 周内，派拉蒙已先后六次向华纳兄弟探索频道递交收购报价。如今该公司陷入艰难抉择，其中就 包括是否要提高收购报价。 派拉蒙的发言人暂未对此事作出回应。 若网飞与 ...

Core Viewpoint - Warner Bros Discovery (WBD) has urged shareholders to reject a $108.4 billion hostile takeover offer from Paramount Skydance, labeling it as "inadequate" amidst a significant corporate battle for control of the media conglomerate [1]. Group 1: Takeover Offer and Corporate Strategy - WBD has agreed to sell its movie studios, HBO cable network, and streaming service to Netflix in a deal valued at $82.7 billion, indicating a major shift in Hollywood's landscape [1]. - Paramount, which had previously made a private bid for WBD, countered with an all-cash offer and intends to take the proposal directly to shareholders [2]. - WBD's board concluded that Paramount's offer is inadequate and poses significant risks and costs to shareholders, failing to address key concerns raised in previous proposals [4]. Group 2: Funding and Regulatory Concerns - Questions arose regarding how the Ellison family is funding their proposal, with a regulatory filing revealing backing from outside funders, including Affinity Partners, Saudi Arabia's Public Investment Fund, and the Qatar Investment Authority [5]. - WBD accused Paramount of relying on an "unknown and opaque revocable trust" to support its bid, describing the proposal as "illusory" and not to be trusted by WBD shareholders [6]. - WBD firmly denied that regulators would be more likely to approve Paramount's bid compared to its deal with Netflix, warning of significant additional costs, including a $2.8 billion termination fee to Netflix if the Paramount offer is accepted [7].

格隆汇12月17日｜奈飞(NFLX.US)：欢迎华纳兄弟探索公司(WBD.US)董事会的推荐。正与包括美国司 法部和欧盟在内的竞争监管机构接洽。致力于与华纳兄弟探索公司及监管机构密切合作。致力于确保交 易顺利且成功。与现有华纳兄弟探索公司业务的重叠极小。计划在12至18个月内完成与华纳兄弟探索公 司的交易。已就与华纳兄弟探索公司的交易提交反垄断申报文件。 ...

Core Viewpoint - The streaming industry, previously thought to have a clear leader in Netflix, Inc. (NFLX), is experiencing renewed competition and a bidding war among various players in the market [1]. Company Insights - Netflix is recognized as a long-term investment opportunity, particularly in the context of U.S. and European equities, emphasizing its status as a leader in the streaming sector [1]. - The company is characterized by sustained profitability, strong margins, stable and expanding free cash flow, and high returns on invested capital, which are seen as reliable drivers of returns [1]. Investment Strategy - The focus is on undervalued growth stocks and high-quality dividend growers, indicating a strategic approach to investment that prioritizes long-term value over short-term gains [1]. - The management of investment portfolios is conducted publicly on platforms like eToro, allowing for transparency and real-time decision-making [1].

格隆汇12月17日｜据市场消息，华纳兄弟探索公司(WBD.US)敦促投资者拒绝派拉蒙的"劣质"收购要 约，公司董事会继续推荐与奈飞(NFLX.US)的交易。 ...

Group 1 - OpenAI is in discussions to raise at least $10 billion from Amazon, potentially valuing the company at over $500 billion and adopting Amazon's Tranium chip [1][2] - Whimo, the self-driving car company owned by Alphabet, is planning to raise $15 billion in funding, aiming for a valuation of up to $110 billion [2] - Warner Brothers Discovery intends to recommend its shareholders reject Paramount's hostile takeover offer and support its existing deal with Netflix [3] Group 2 - Spirit Airlines has revived merger talks with Frontier Airlines, with a potential deal announcement expected soon [4] - Robinhood has introduced new prediction market features for users to place bets on NFL games, positioning itself against traditional sportsbooks [5] - Medline has priced its IPO at $29 per share, raising $6.3 billion, making it the largest offering of the year and giving it a valuation exceeding $50 billion [5][6]