（来源：沈阳晚报） 华纳兄弟探索公司在一份声明中称，其董事会一致认为派拉蒙天舞的收购要约不符合公司及股东的最佳 利益。公司董事会主席塞缪尔·迪·皮亚扎表示，董事会认为派拉蒙天舞的最新要约在多个关键方面仍明 显逊于华纳兄弟与奈飞达成的合并协议。 转自：沈阳晚报 美国华纳兄弟探索公司7日表示拒绝美国娱乐和媒体业巨头派拉蒙天舞公司修改后的最新收购要约，呼 吁股东继续支持流媒体巨头奈飞公司的收购方案。派拉蒙天舞与奈飞正在争购华纳兄弟探索公司。该交 易被广泛认为将改变好莱坞格局。 ...

Core Viewpoint - Netflix's stock has experienced a significant decline, dropping 12.9% in December 2025 and trading 30% below its all-time high from June 2025, primarily due to the ongoing buyout situation involving Warner Bros. Discovery [2][5]. Group 1: Buyout Bid Details - On December 5, 2025, Netflix proposed a negotiated buyout bid involving an $82.7 billion cash-and-stock deal for Warner Bros.' movie studio and streaming service assets, contingent on Warner Bros. separating from its Discovery-branded cable TV stations [3]. - The Netflix offer received unanimous support from Warner Bros. Discovery's board, which also rejected a competing bid from Paramount Skydance valued at $108.4 billion [4]. Group 2: Investor Sentiment and Market Reaction - Investors are apprehensive about three potential outcomes: a successful deal with Netflix, a hostile takeover by Paramount Skydance, or failure in regulatory approval, contributing to the decline in Netflix's stock price [5]. - The stock's current trading price of $91.18 per share reflects a significant drop from its June 2025 high, potentially presenting a buying opportunity for long-term investors [5]. Group 3: Financial Implications - The proposed deal would add $50 billion in new debt to Netflix's balance sheet, including $10.7 billion of Warner Bros. Discovery's debt and $11.7 billion in stock dilution, in exchange for acquiring a valuable content library [6]. - If the deal fails due to regulatory issues, Netflix would incur a $5.8 billion breakup fee to Warner Bros. Discovery, impacting the media industry's landscape [6].

Core Viewpoint - Paramount continues to assert that its offer for Warner Bros. Discovery (WBD) is superior to Netflix's deal, despite opposition from WBD's board of directors [1][4]. Group 1: Paramount's Offer - Paramount launched a hostile takeover bid for all of WBD, including cable assets that Netflix did not acquire, with an offer of $30.00 per share in cash [2][7]. - Paramount claims to have addressed all concerns raised by WBD, including providing an irrevocable personal guarantee by Larry Ellison for the equity portion of the financing [6][10]. - The company argues that its offer provides greater value and a more certain path to completion for WBD shareholders compared to Netflix's deal, which has decreased in total value since its announcement [7][10]. Group 2: WBD's Response - WBD's Board of Directors, led by Chair Samuel A. Di Piazza Jr., unanimously rejected Paramount's tender offer, stating that the Netflix deal remains superior across multiple key areas [3][13]. - Di Piazza emphasized that Paramount's offer presents insufficient value and involves significant debt financing risks, which could jeopardize the transaction's completion [14]. - WBD has not disclosed any analysis to help shareholders value their potential ongoing ownership of the linear stub, which Paramount claims illustrates the challenges ahead for Discovery's cable assets [9].

Core Argument - Paramount Skydance has defended its revised $78 billion bid for Warner Bros. Discovery after the latter rejected the offer in favor of a deal with Netflix [1][4] Bid Details - Paramount argues that Comcast's recent unsuccessful spinoff of NBCUniversal cable assets into a new company, Versant, serves as a warning, as Netflix's deal relies on a similar spinoff of WBD's cable assets, including CNN [1][2] - Paramount claims it has addressed all concerns raised by WBD regarding its initial offer and has included a personal guarantee of $40.4 billion in equity financing from billionaire Larry Ellison [2][7] Value Proposition - David Ellison stated that the offer provides WBD investors with greater value and a more certain, expedited path to completion [3][6] - Paramount emphasizes its commitment to engaging with WBD shareholders and advancing the regulatory review process [6]

华纳兄弟探索公司（WBD）敦促股东拒绝派拉蒙（PARA）的敌意收购，并重申其将工作室和流媒体资 产出售给Netflix（NFLX）的协议是更优报价，且完成路径更明确。 责任编辑：张俊 SF065 责任编辑：张俊 SF065 华纳兄弟探索公司（WBD）敦促股东拒绝派拉蒙（PARA）的敌意收购，并重申其将工作室和流媒体资 产出售给Netflix（NFLX）的协议是更优报价，且完成路径更明确。 ...

Group 1 - Paramount Skydance has reaffirmed its cash bid of $30 per share for Warner Bros Discovery [1] - The company emphasizes that its offer is superior to the existing deal between Warner Bros Discovery and Netflix [1]

Core Viewpoint - Warner Bros. has rejected Paramount's takeover bid and continues to support a rival offer from Netflix for its streaming and studio business valued at $72 billion [1][2]. Group 1: Warner Bros. and Paramount's Offers - Warner Bros. Discovery's board has determined that Paramount's $77.9 billion offer is not in the best interests of the company or its shareholders [2]. - Paramount has enhanced its offer by providing an irrevocable personal guarantee from Larry Ellison for $40.4 billion in equity financing and increased its payout to shareholders to $5.8 billion if the deal is blocked by regulators [3]. Group 2: Nature of the Offers - Netflix's acquisition proposal focuses solely on Warner's studio and streaming business, including legacy TV and movie production arms and platforms like HBO Max [4]. - In contrast, Paramount seeks to acquire the entire company, which includes networks such as CNN and Discovery in addition to the studio and streaming segments [4]. Group 3: Potential Outcomes and Regulatory Scrutiny - If Netflix's acquisition is successful, Warner's news and cable operations would be spun off into a separate company as part of a previously announced separation [5]. - Any merger with either Netflix or Paramount is expected to face significant antitrust scrutiny, likely triggering a review by the U.S. Justice Department and potential challenges from international regulators [5].

Core Viewpoint - Paramount Skydance Corporation has made a $30.00 per share all-cash offer to acquire Warner Bros. Discovery, Inc., which it claims is superior to WBD's existing agreement with Netflix, providing greater value and certainty for WBD shareholders [1][2][4]. Paramount's Offer vs. Netflix Agreement - Paramount's offer of $30.00 per share is straightforward and easy to value, while Netflix's transaction includes uncertain components that have decreased in value, now estimated at $27.42 per share for WBD shareholders [2][3]. - The Netflix deal initially offered $23.25 in cash and $4.50 in Netflix stock, but the current stock price of Netflix is below the low end of its collar, diminishing the overall value for WBD shareholders [2][3]. Financial Analysis of Discovery Global - Paramount's analysis values Discovery Global at $0.00 per share based on a forward EBITDA multiple of 3.8x and projected EBITDA of $3.9 billion for the next twelve months [5][6]. - The analysis assumes a significant allocation of corporate overhead and stock-based compensation expenses, leading to a fundamental value of $0.00 per share for Discovery Global [5][6]. Debt and Valuation Considerations - If Discovery Global trades in line with Versant, it is expected to have no equity value, and there are reasons to believe it should trade at a discount due to higher leverage and poorer financial performance compared to Versant [8][9]. - The Netflix agreement includes a mechanism that could reduce cash and stock consideration for WBD shareholders if Discovery Global is capitalized with less debt, further complicating the valuation for WBD shareholders [8][10]. Paramount's Commitment and Financing - Paramount has secured $54.0 billion in debt financing from reputable financial institutions, ensuring the certainty of its offer compared to the uncertainties surrounding the Netflix deal [11][12]. - The company emphasizes its commitment to engaging with WBD shareholders and addressing any concerns regarding its offer [4][11].

Warner Bros. Discovery, Inc. (NASDAQ:WBD) is one of the S&P 500 and Nasdaq-100 stocks Jim Cramer commented on. Cramer highlighted the bidding war that took place for the acquisition of the company, as he commented: “Alright, let’s do just a couple more quick ones because the top four were all so similar. In sixth place, Warner Brothers Discovery. It was up almost 173% last year, thanks to the bidding war that many feel has ended with Netflix’s preemptive $83 billion bid. The funny part of the story is tha ...

Core Viewpoint - Warner Bros Discovery Inc. remains committed to its merger agreement with Netflix Inc., despite competing offers from Paramount Skydance Corp. [1][2] Group 1: Merger Agreement and Value Proposition - The Chairman of Warner Bros Discovery emphasized the signed merger agreement with Netflix, describing it as offering "compelling value" and significant shareholder protections [2][4] - The deal includes a break fee of $5.8 billion that Netflix would owe Warner Bros if the merger fails [4] Group 2: Competitive Landscape and Regulatory Concerns - Despite Larry Ellison's involvement in the Paramount bid, Warner Bros management believes Netflix's offer is superior, particularly as the rival bid did not raise the price [3] - The merger faces significant regulatory hurdles, with concerns raised by antitrust advocates and U.S. lawmakers regarding its potential impact on the market [5][6] Group 3: Market Conditions and Financial Risks - The Chairman acknowledged potential regulatory challenges in Europe but expressed confidence that both deals could be approved [3] - He highlighted the financial risks associated with leveraged buyouts, particularly in the current stressed market environment [3]