Core Viewpoint - Warner Bros. Discovery (WBD) is favoring a merger with Netflix over a hostile takeover bid from Paramount Skydance, emphasizing the Netflix deal's superior value and lower risk for shareholders [2][4][5]. Group 1: Warner Bros. Discovery's Position - WBD's board rejected Paramount's offer of $30 per share, recommending shareholders accept Netflix's offer of $27.75 per share, which includes a separation of its cable networks from HBO and HBO Max [2][4]. - WBD's board chair stated that Paramount's offer was inadequate and posed significant risks to shareholders, particularly regarding financing issues [3][4]. - WBD shareholders have until January 8 to decide on Paramount's offer, with a potential $2.8 billion fee payable to Netflix if the deal collapses [4]. Group 2: Netflix's Strategy and Offer - Netflix's co-CEOs praised WBD's decision, asserting that the merger agreement is in the best interest of stockholders and will enhance consumer choice and value [5][6]. - The Netflix-WBD deal is projected to close within 12 to 18 months, with Netflix confident in obtaining regulatory approvals [6][10]. - The total equity value for WBD stockholders in the Netflix deal is $27.75 per share, comprising $23.25 in cash and $4.50 in Netflix stock, along with additional value from the separation of Discovery Global [11]. Group 3: Competitive Landscape - The global entertainment market is highly competitive, with Netflix currently holding an 8% TV view share in the U.S., while a combined Netflix-HBO/HBO Max would only increase this to 9.2% [15]. - If Paramount were to acquire WBD, its market share would rise to 14%, highlighting the competitive stakes involved in the merger [15]. - Netflix aims to leverage Warner Bros.' successful theatrical film division and HBO's prestige television to enhance its content offerings and market position [20][21]. Group 4: Commitment to Creative and Consumer Value - Netflix is committed to preserving Warner Bros.' film library and ensuring theatrical releases with standard windows, marking a shift in its business model [22][24]. - The merger is expected to create more opportunities for creators and enhance the overall entertainment industry by combining Netflix's global reach with Warner Bros.' production capabilities [20][21]. - Netflix emphasizes its track record of value creation and operational excellence, aiming to continue this legacy through the merger with Warner Bros. [13].
Here's what Netflix's co-CEOs are saying after WBD rejected Paramount's hostile bid