Fox Business·2025-12-17 15:11Core 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]