Core Viewpoint - The structure of Netflix's acquisition bid for Warner Bros. Discovery has changed significantly, moving from a mixed cash and stock offer to an all-cash proposal, which simplifies the decision-making process for shareholders [1][2][3]. Group 1: Deal Structure - The original agreement involved Warner Bros. Discovery shareholders receiving $23.25 in cash and $4.50 in Netflix stock per share, while the amended deal offers a fixed cash payment of $27.75 per share [1][2]. - The revised agreement maintains a spin-off structure, separating the studio, library, and HBO Max into a new entity that Netflix will acquire, while leaving CNN and other cable channels under Discovery Global [5][6]. Group 2: Shareholder Impact - Shareholders will receive cash for the studio and HBO Max assets, along with an equity stake in Discovery Global, contrasting with the competing bid from Skydance, which offers a flat $30 per share for the entire Warner Bros. Discovery [7]. - Warner's board has indicated that the all-cash proposal maximizes value for shareholders in a timely and certain manner, providing clarity on the valuation of the remaining assets [6]. Group 3: Competitive Landscape - Skydance, backed by Paramount, is attempting to disrupt Netflix's agreement with a $30 per-share hostile offer and has indicated readiness for a proxy fight to replace Warner's board members [8]. - Skydance's proposal is positioned as both financially superior and more favorable from a regulatory standpoint, as it avoids merging Netflix's streaming platform with a legacy studio [9].
Netflix just made a bold new move on Warner Bros.