Core Viewpoint - Paramount's CEO David Ellison's communication with Warner Bros. Discovery (WBD) CEO David Zaslav went unanswered, leading to WBD's acceptance of Netflix's offer instead of Paramount's bid [1][2]. Group 1: Negotiation Details - Ellison's text to Zaslav on December 4 indicated that Paramount's offer was not its "best and final" and aimed to address WBD's concerns regarding certainty, cash value, and speed to close [2]. - WBD's filing stated that Zaslav did not respond to Ellison's text as it did not present an actionable improved proposal during the board's deliberations [2]. - Paramount claimed that WBD did not engage in a real-time negotiation or review the proposal in detail, and there was no follow-up communication from WBD after receiving the bid [7][8]. Group 2: Bid Rejection - The WBD board advised shareholders to reject Paramount's hostile bid, citing concerns over the bid's reliance on an "unknown and opaque revocable trust" [9]. - Paramount asserted that its bid was fully backed by Larry Ellison, a prominent billionaire, which was intended to provide assurance to WBD [9]. Group 3: Future Actions - Paramount may need to either rely on WBD shareholders to support their position or consider revising their offer again [10].

Core Viewpoint - Warner Bros. Discovery's board of directors strongly recommends shareholders reject Paramount Skydance's hostile takeover bid, citing significant risks and costs associated with the offer [1] Group 1: Warner Bros. Discovery's Position - The board determined that Paramount Skydance's tender offer is not in the best interests of the company or its shareholders, continuing to support the merger with Netflix [1][3] - Warner Bros. Discovery agreed to sell its film and television studios and HBO Max to Netflix for a cash-and-stock deal valued at $27.75 per share, totaling an equity value of $72 billion [2] - The board argues that Paramount's offer of $30.00 per share does not qualify as a "Superior Proposal" compared to the Netflix merger agreement [3] Group 2: Concerns About Paramount's Offer - The board stated that Paramount's offer provides inadequate value and imposes numerous significant risks and costs [5] - The board criticized Paramount's claim of having a "full backstop" from the Ellison family for financing, asserting that this commitment has never been made [5][6] - The board emphasized that the Ellison family has not guaranteed the necessary funding for Paramount's proposal, undermining its viability [8] Group 3: Comparison with Netflix Deal - The merger with Netflix is described as a binding agreement with enforceable commitments, requiring no equity financing and backed by a public company with a market cap exceeding $400 billion [9] - The Netflix deal is expected to enhance U.S. production capacity and increase investment in original content, which will create jobs and strengthen the entertainment industry [12] - The deal could face regulatory scrutiny, with concerns raised by lawmakers about potential content and distribution control by Netflix [13][14]

华纳兄弟探索公司正建议其股东拒绝派拉蒙天舞公司(PSKY.US)的敌意收购要约，转而支持其与奈飞的 原定协议，并认为派拉蒙的报价"更低劣"且"不充分"。 周三，奈飞(NFLX.US)涨2%，报96.47美元。据报道，奈飞计划在12至18个月内完成华纳兄弟探索公司 (WBD.US)交易，已提交与交易相关的HSR申报文件。奈飞周三上午致信华纳兄弟股东，重申其要约更 优，并敦促他们批准该协议。奈飞联合首席执行官泰德.萨兰多斯写道："华纳兄弟探索董事会再次确 认，奈飞的合并协议更优，我们的收购最符合股东利益。" ...

智通财经APP获悉，周三，奈飞(NFLX.US)涨2%，报96.47美元。据报道，奈飞计划在12至18个月内完 成华纳兄弟探索公司(WBD.US)交易，已提交与交易相关的HSR申报文件。奈飞周三上午致信华纳兄弟 股东，重申其要约更优，并敦促他们批准该协议。奈飞联合首席执行官泰德·萨兰多斯写道："华纳兄弟 探索董事会再次确认，奈飞的合并协议更优，我们的收购最符合股东利益。" 华纳兄弟探索公司正建议其股东拒绝派拉蒙天舞公司(PSKY.US)的敌意收购要约，转而支持其与奈飞的 原定协议，并认为派拉蒙的报价"更低劣"且"不充分"。 ...

Group 1 - Warner Bros. Discovery (WBD) shares fell by 0.8% on Wednesday morning [1][2] - The WBD board urged shareholders to reject the hostile takeover bid from Paramount Sky Dance (PSKY) at $30 per share, valuing the equity at approximately $108.4 billion, citing financing risks [1][2] - The WBD board reaffirmed its support for the cash and stock deal with Netflix (NFLX) regarding WBD's streaming and film production assets, with an equity value of about $72 billion and an enterprise value of approximately $83 billion [1][2]

华纳兄弟探索公司（Warner Bros.Discovery，WBD）董事会周三表示，一致建议WBD股东拒绝派拉蒙 天空之舞（Paramount Skydance）提出的收购要约，并继续推进与奈飞（Netflix，NFLX）达成的"更 优"交易方案。 来源：视频滚动新闻 ...

本文源自：金融界AI电报 华纳兄弟探索公司(WBD.O)股价下跌1.1%。 ...

Core Viewpoint - Warner Bros. Discovery's board rejected Paramount Global's acquisition proposal, emphasizing that the $30 per share cash offer is insufficient and poses significant risks to shareholders, while reaffirming support for Netflix's cash and stock proposal, which is seen as providing superior and more certain value to shareholders [1][1][1] Group 1: Company Actions - Warner Bros. Discovery's board reiterated its rejection of Paramount's acquisition offer, citing concerns over the offer's adequacy and associated risks [1] - The board chairman, Samuel Di Piazza, highlighted that Netflix's proposal offers better value for shareholders compared to Paramount's [1] Group 2: Market Reactions - Netflix shares increased by 2.6%, reaching $97.08, indicating positive market sentiment towards its proposal [1] - Warner Bros. Discovery shares fell over 1%, closing at $28.58, reflecting market concerns following the board's rejection of the acquisition offer [1]

Paramount Skydance's hostile bid for Warner Bros. Discovery appeared to be on shakier ground Wednesday, after the Warner Bros. ...

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 ...