Warner Bros. Discovery’s (WBD) board of directors has rejected the $108 billion hostile takeover bid from David Ellison’s Paramount Skydance, calling the offer “illusory,” and saying that Paramount had misled shareholders about its financing. Saying it wants to honor its initial agreement to sell to Netflix, WBD’s board wrote in a letter to shareholders that Paramount “has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family.” “It does not, an ...

In Brief Warner Bros. Discovery’s (WBD) board of directors has rejected the $108 billion hostile takeover bid from David Ellison’s Paramount Skydance, calling the offer “illusory,” and saying that Paramount had misled shareholders about its financing.Saying it wants to honor its initial agreement to sell to Netflix, WBD’s board wrote in a letter to shareholders that Paramount “has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family.” “It does no ...

来源：滚动播报 派拉蒙重申对华纳兄弟探索每股30美元收购要约的承诺。 ...

Paramount CEO David Ellison was left on read during a key part of the negotiations to buy Warner Bros. Discovery — and now we know why. Ellison's text message to WBD CEO David Zaslav on December 4, which said that Paramount's offer was not its "best and final," went unanswered in the hours leading up to WBD's decision to accept Netflix's offer.In a new SEC filing, WBD said Zaslav didn't respond to Ellison's text since it "did not present any actionable improved proposal for consideration and it would not h ...

Warner Bros. Discovery, Inc.'s board of directors urged shareholders to reject Paramount Skydance’s hostile takeover bid for the company, arguing that it poses "significant" risks and costs.  The media behemoth said Wednesday that members of its board determined that the tender offer from Paramount Skydance was "not in the best interests" of the company or its shareholders, and that they continue to "unanimously" recommend the Netflix merger.Warner Bros. Discovery agreed to sell its film and television stud ...

Joining us right now is Rich Greenfield, Lightshed Partners. Uh you've probably now had some opportunity to go through uh the document that Warner Brothers put out. You've seen what Netflix had to say about it.Which in your mind is the better deal, Rich. Putting aside whether we get to a bidding war, which I'm sure we will, but or or we may at least right now. >> I mean, I don't even think it's close, Andrew.I mean, think about the things that you learned in this document. I mean, just right off the bat, th ...

As Paramount detailed in regulatory filings about its pursuit, the sale process conducted by WBD was itself illusory, as its repeated interest was met with no serious engagement. Paramount told investors today that it continued to believe its bid was never taken seriously. “During the entirety of the sale ‘process’ undertaken by the Warner Bros. board, representatives of Warner Bros. did not provide a single markup of a single transaction document, have a single meeting to go page-by-page through the docume ...

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].