Core Viewpoint - Paramount's bid for Warner Bros. Discovery (WBD) is deemed "illusory" and not taken seriously, with WBD's board emphasizing the lack of genuine engagement during the sale process [1][4][5] Group 1: Paramount's Bid and WBD's Response - WBD's board unanimously rejected Paramount Skydance's all-cash bid valued at approximately $108 billion, citing misleading claims about the financing behind the offer [4] - The board criticized Paramount's assertion of a "full backstop" equity commitment from the Ellison family, stating that it does not exist and relies on an opaque revocable trust instead [5][6] - WBD's letter to shareholders emphasized that the tender offer from Paramount is "not in the best interests" of WBD shareholders and does not qualify as a "Superior Proposal" under the existing merger agreement with Netflix [3] Group 2: Comparison with Netflix Offer - WBD's board prefers the Netflix offer, which is fully financed and backed by a company with a market capitalization exceeding $400 billion, compared to Paramount's reliance on a bidder with a market value around $15 billion [7][8] - Under the Netflix deal, WBD shareholders would receive $23.25 in cash, $4.50 in Netflix stock, and shares in Discovery Global, providing additional upside [7] - The Netflix transaction is characterized as safer and richer, requiring no equity financing and supported by robust debt commitments, unlike Paramount's proposal [8] Group 3: Financial and Regulatory Considerations - WBD warned that the PSKY deal would result in a high debt-to-Ebitda leverage ratio of 6.8x by 2026 and virtually no current free cash flow, creating a risky capital structure [8] - The board highlighted that there is no material difference in regulatory risk between the two transactions, with Netflix's agreement to a $5.8 billion reverse break fee indicating confidence in closing [9][10] - WBD argued that backing the PSKY offer could expose investors to substantial additional costs, including a $2.8 billion termination fee owed to Netflix if the deal fails [11]

本文源自：金融界AI电报 奈飞(NFLX.O)首席执行官：我们坚信监管机构最终会认为与华纳兄弟探索公司(WBD.O)的交易有利于 消费者、有利于增长。 ...

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].

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｜华纳兄弟探索公司(WBD.US)董事会主席：无论是针对奈飞还是派拉蒙的收购要约， 都存在反垄断风险。我们相信任何一项交易都会达成。 ...

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。 ...

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。 ...

Warner Bros Discovery's board rejected Paramount Skydance's $108.4 billion hostile bid, saying it failed to provide adequate financing assurances, in a blow to the David Ellison-run company's ambitions to grow its media empire. ...

Core Insights - Warner Bros Discovery's board rejected a $108.4 billion hostile bid from Paramount Skydance, citing insufficient financing assurances [1] Group 1 - The bid from Paramount Skydance was valued at $108.4 billion [1] - The rejection was based on the failure to provide adequate financing assurances [1]