Fox Business·2026-01-07 14:21Core Viewpoint - Warner Bros. Discovery's board unanimously rejected Paramount's tender offer, asserting that it is not in the best interest of shareholders and reaffirming Netflix as the preferred partner [1][3]. Group 1: Warner Bros. Discovery's Position - The board emphasized that Paramount's offer is inferior to the merger agreement with Netflix across multiple key areas [3]. - Warner Bros. Discovery's board chair highlighted that Paramount's proposal includes significant debt financing, which poses risks and lacks protections for shareholders if the transaction fails [6]. - The board communicated to shareholders that the Netflix merger offers superior value with $23.25 in cash and shares of Netflix common stock, representing a target value of $4.50 based on Netflix's stock price at closing [7]. Group 2: Financial Implications of Paramount's Offer - Accepting Paramount's offer would incur substantial costs for Warner Bros. Discovery, including a $2.8 billion termination fee to Netflix, a $1.5 billion fee for failing to complete a debt exchange, and approximately $350 million in incremental interest expenses, totaling around $4.7 billion or $1.79 per share [10]. - The board noted that these costs would significantly reduce the net regulatory termination fee from $5.8 billion to $1.1 billion in the event of a failed transaction with Paramount [10]. Group 3: Strategic Considerations - The board concluded that the Netflix merger maximizes value while mitigating downside risks, reinforcing their belief that it is in the best interest of shareholders [10].