Zhi Tong Cai Jing·2025-12-17 14:00Core Viewpoint - Warner Bros. Discovery (WBD) is advising its shareholders to reject Paramount's hostile takeover bid in favor of its planned agreement with Netflix, citing Paramount's offer as "inferior" and "inadequate" [1][2]. Group 1: Warner Bros. Discovery's Position - Warner Bros. has agreed to sell its streaming and film studio business to Netflix, while Paramount has made a direct acquisition offer for the entire company [1]. - The board of Warner Bros. expressed concerns about Paramount's financing arrangements and the risk of the deal being terminated at any time [2]. - Warner Bros. shareholders would receive $27.75 in cash plus Netflix stock under the Netflix deal, compared to Paramount's cash offer of $30 per share [2]. Group 2: Paramount's Offer and Concerns - Paramount's offer is valued at $40.7 billion, but Warner Bros. board highlighted risks, including insufficient backing from the Ellison family for their equity commitment [2][3]. - The board noted that Paramount's proposal includes restrictions on Warner Bros.' debt refinancing capabilities and requires a $2.8 billion termination fee to Netflix [2]. - Paramount's CEO David Ellison has made multiple attempts to acquire Warner Bros., but the board has consistently rejected these offers [3]. Group 3: Market Reactions and Industry Implications - The acquisition bids have raised concerns about further industry consolidation and have attracted criticism across the political spectrum [4]. - Both offers are expected to undergo months of regulatory scrutiny, with Warner Bros. believing that both Netflix and Paramount are equally positioned in terms of regulatory approval [4]. - The board stated that the cost-cutting proposed by Paramount would weaken Hollywood rather than strengthen it [5].