Hostile takeover
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Warner Board Says Paramount Agreed To Raise Offer To $31 A Share Or More If Two Sides Engaged
Deadline· 2026-02-17 12:06
Group 1 - Paramount has made multiple hostile takeover offers for Warner Bros. Discovery (WBD), with the latest offer at $30 per share in cash, raising questions about why the bid has not been increased [1][6] - WBD has entered negotiations with the David Ellison company, which has verbally agreed to raise its bid to $31 or higher if discussions proceed [2][3] - WBD's board has communicated that the $31 offer is not the best and final proposal from PSKY, indicating potential for further negotiations [3] Group 2 - Netflix has provided WBD a waiver to engage with PSKY until February 23, allowing discussions to clarify the proposal, which is expected to exceed $31 per share [4][7] - WBD remains committed to its merger agreement with Netflix, which is valued at $27.75 per share in cash, and has scheduled a special shareholder meeting for March 20, 2026, to vote on this merger [5] - The Netflix deal includes Warner Bros. Studios and streaming assets, while linear television under Discovery Global will be spun off into a separate public company [5]
Warner Bros rejects Paramount's revised offer, but gives studio a week to negotiate better deal
Reuters· 2026-02-17 12:02
Core Viewpoint - Warner Bros has rejected Paramount's latest $30-a-share hostile takeover bid but has given Paramount a week to negotiate a better deal, indicating a potential shift in negotiations [1] Group 1: Warner Bros and Paramount Negotiations - Warner Bros Discovery has rejected Paramount Skydance's latest offer but is allowing a week for Paramount to submit a better proposal [1] - Paramount has informally proposed raising its offer to $31 a share, which could entice Warner Bros to negotiate [1] - Warner Bros remains committed to its merger agreement with Netflix, with a shareholder vote scheduled for March 20 [1] Group 2: Financial Implications - Paramount's current offer values the company at $108.4 billion, while Netflix's offer for Warner Bros' studio and streaming businesses is $82.7 billion [1] - Warner Bros expects a final proposal from Paramount to exceed the $31 per share offer [1] - Warner Bros estimates that its Discovery Global cable operations could fetch between $1.33 and $6.86 per share in a spin-off [1] Group 3: Market Reactions - Following the news, Paramount shares rose by 4.2% in premarket trading, while Warner Bros shares increased nearly 2% [1] - Ancora Holdings, an activist investor, has pressured Warner Bros to engage more meaningfully with Paramount regarding its offers [1] Group 4: Legal and Strategic Considerations - Warner Bros secured a special waiver from Netflix to engage in negotiations with Paramount, indicating a legal loophole allowing limited discussions [1] - Paramount's revised offer includes a personal guarantee on $40 billion in equity from Oracle founder Larry Ellison, which was previously rejected [1] - Paramount's offer still leaves unresolved issues regarding financing and potential fees, which Warner Bros has highlighted as concerns [1]
Paramount Skydance has been frantically begging activist investors for help with its Netflix battle
New York Post· 2026-02-13 12:00
Core Viewpoint - Paramount Skydance is actively seeking activist investors to challenge Warner Bros. Discovery's (WBD) sale of its studio and streaming service to Netflix, arguing that its offer of $30 per share is superior to Netflix's $27.75 bid [1][2][5]. Group 1: Activist Investor Involvement - Ancora Holdings has acquired a $200 million stake in WBD, aiming to persuade the board to reconsider the Netflix deal [2]. - Ancora believes the Netflix-WBD deal presents inferior value and significant regulatory risks compared to the Paramount offer [5]. - A major activist investor has received multiple inquiries from bankers to take a stake and vote against the Netflix deal, but has opted not to participate due to the challenges of activist campaigns in media companies [7]. Group 2: Shareholder Dynamics - The timing of WBD's shareholder vote complicates efforts to elect new directors who could oppose the sale to Netflix [8]. - Shareholders have tendered only a small fraction of the 2.6 billion shares outstanding for the Paramount offer, indicating a need for more persuasive arguments [9]. - Pentwater Capital Management, a significant WBD investor, has joined Paramount Skydance's efforts, potentially influencing the outcome of the bid [12]. Group 3: Regulatory Considerations - The Department of Justice's antitrust review of the Netflix deal raises concerns about potential monopolistic practices, which could impact the approval process [13]. - Paramount Skydance has sweetened its offer to include a $2.8 billion breakup fee if the Netflix deal is rejected, enhancing its position [13]. - There is speculation that if Paramount increases its bid to around $33 per share, it could force WBD to reopen the bidding process [17].
Activist Investor Slams WBD For Rushing Into “Flawed” Netflix Deal, Tells Board To Engage With Paramount As Temperature Rises
Deadline· 2026-02-11 14:48
Core Viewpoint - Activist investor Ancora Alternatives LLC is pressuring Warner Bros. Discovery (WBD) to engage with Paramount regarding a potential superior offer, threatening to oppose WBD's current deal with Netflix if they do not comply [1][2][3] Group 1: Activist Investor Actions - Ancora Alternatives LLC has threatened to vote 'no' on the Netflix deal and initiate a proxy fight if WBD does not engage with Paramount [1] - The firm has sweetened its hostile takeover offer for Warner Bros. Discovery in an effort to disrupt the Netflix agreement [1] Group 2: WBD Board's Position - The WBD board is now compelled to consider Paramount's amended offer as a potential superior proposal due to Netflix's inferior proposal and unresolved regulatory issues [2] - If the WBD board fails to engage with Paramount, Ancora will hold them accountable at the 2026 shareholder meeting [2] Group 3: Criticism of WBD's Decision - Ancora criticized the WBD board for hastily entering into a flawed deal with Netflix instead of pursuing a superior offer from Paramount, which they argue is a violation of the directors' fiduciary duties [3]
Gold Basin Resources Announces Date Of Annual General Meeting And Provides Corporate Update
Thenewswire· 2026-02-11 14:00
Core Viewpoint - Gold Basin Resources Corporation has scheduled its annual general meeting for May 12, 2026, in response to a hostile takeover bid from Canex Metals Inc., which expired on February 10, 2026 [1][2]. Group 1: Annual General Meeting Details - The annual general meeting is set for May 12, 2026, with the record date for shareholders to be announced later [1]. - The meeting is called following the expiry of Canex's hostile takeover bid, allowing time for the completion of the Company's audited financial statements for the fiscal year ended December 31, 2024 [2]. Group 2: Hostile Bid Review - The Company is conducting a thorough review of the shares tendered to the hostile bid, expressing concerns about the validity of certain tenders and compliance with securities legislation [3]. - The Company reserves all rights regarding the matter and will update shareholders as the review progresses [3]. Group 3: Commitment to Shareholder Value - The Board is committed to maximizing shareholder value and is open to considering bona fide proposals that align with the best interests of the Company and its shareholders [4]. - Shareholders are advised not to take any action regarding their shares until the review is complete and the management information circular is distributed [5]. Group 4: Company Overview - Gold Basin Resources Corporation is advancing the Gold Basin Project, a 42 km² area located in Mohave County, Arizona, with year-round accessibility and existing infrastructure [6]. - The focus is on expanding and delineating multiple at-surface oxide gold deposits to demonstrate the project's district-scale potential [6].
Paramount extends its deadline for its Warner Bros. tender offer, again
Yahoo Finance· 2026-01-22 14:22
Core Viewpoint - Paramount is extending its tender offer for Warner Bros. Discovery to $77.9 billion while preparing for a proxy fight against Warner's merger with Netflix [1][4]. Group 1: Tender Offer Details - Warner stockholders have until February 20 to sell their shares to Paramount for $30 each, maintaining a total enterprise value of over $108 billion including debt [2]. - As of late Wednesday, over 168.5 million shares of Warner have been tendered in support of Paramount's offer, but this is still below the 50% threshold needed for control, with Warner having approximately 2.48 billion shares outstanding [3]. Group 2: Proxy Fight and Board Nomination - Paramount plans to nominate its own slate of directors to Warner's board ahead of the next shareholder meeting and has filed preliminary materials to solicit proxies against the Netflix merger [4]. Group 3: Comparison of Offers - Warner's board supports the Netflix deal, which involves a $72 billion acquisition of its studio and streaming business, with an enterprise value of about $83 billion or $27.75 per share [5]. - Paramount argues its offer is superior, claiming Warner's board is hastily seeking shareholder approval for the Netflix merger, which could result in lower payouts due to potential debt implications from a spinoff of Warner's networks business [6]. Group 4: Strategic Differences - The competition between Netflix and Paramount is complicated by their differing acquisition focuses; Netflix aims to acquire only Warner's studio and streaming business, while Paramount seeks the entire company, including news and cable operations [7]. - If Netflix's acquisition is successful, Warner's current networks will be spun off into a separate entity called Discovery Global [8].
Paramount Skydance to extend deadline for ‘hostile' takeover offer for Warner Bros. Discovery — but isn't raising price: sources
New York Post· 2026-01-21 21:22
Core Viewpoint - Paramount Skydance CEO David Ellison is extending the January 21 deadline for shareholders of Warner Bros. Discovery (WBD) to accept his $30-a-share hostile offer, without increasing the offer price [1][4][11] Group 1: Offer and Negotiations - Ellison's team plans to extend the tender deadline to convince shareholders to reject Netflix's $72 billion all-cash offer [5][6] - WBD CEO David Zaslav is pushing for an earlier shareholder vote on the Netflix deal, moving it to February from May [2][4] - Ellison and his partners are considering increasing their offer to as high as $33 a share, potentially raising the total deal cost to around $80 billion [7] Group 2: Legal and Regulatory Aspects - Paramount Skydance is pursuing a lawsuit to demonstrate that Zaslav conducted an unfair bidding process favoring Netflix due to his friendship with Netflix CEO Ted Sarandos [5][9] - Ellison and Cardinale are meeting with European and UK regulators, who appear more amenable to approving their deal compared to Netflix's proposal [12] - There are concerns regarding Netflix's regulatory hurdles due to its potential market control after merging with WBD's HBO Max [12][16] Group 3: Market Context - Netflix has lost approximately $170 billion in stock market value since summer, raising questions about its spending on assets not central to its business model [8] - Wall Street bankers believe that Paramount Skydance has at least one more bid left before potentially withdrawing from the negotiations [15]
Paramount Held Talks With Emmanuel Macron About WBD Bid, Report Says
Forbes· 2026-01-15 20:10
Core Viewpoint - Paramount Skydance is pursuing a hostile $108 billion bid for Warner Bros. Discovery, seeking support from European officials, while also preparing to launch a proxy fight against Netflix's merger with Warner Bros. Discovery [1][2]. Group 1: Bid and Negotiations - Paramount executives have held discussions with French President Emmanuel Macron and other senior officials regarding the bid [1]. - The company has also met with UK officials and the European Commission, anticipating regulatory scrutiny in the U.S. and Europe post-deal [2]. - Warner Bros. Discovery has rejected Paramount's bid for a second time, labeling it as "inadequate" [2]. Group 2: Legal and Regulatory Context - The Delaware Chancery Court dismissed Paramount's request for Warner Bros. Discovery to clarify why Netflix's $83 billion takeover was more appealing [2]. - Warner Bros. Discovery characterized Paramount's lawsuit as an unserious distraction [2]. Group 3: Proxy Fight and Strategic Moves - Paramount CEO David Ellison announced plans to launch a proxy fight to disrupt Netflix's merger, intending to nominate a slate of directors at Warner Bros. Discovery's annual meeting [3]. - Ellison criticized Warner's board for recommending approval of Netflix's takeover, claiming they have "shirked its duty" [3]. Group 4: Background and Financial Details - Paramount's offer of $30 per share has been deemed inferior to Netflix's offer, which was finalized for about $83 billion [4]. - Warner's board stated that Paramount's bid posed "numerous, significant risks and costs" [4]. - Larry Ellison has provided an "irrevocable personal guarantee" of $40.4 billion for Paramount's bid and pledged $5.8 billion to Warner if the transaction fails [4].
Incoming Paramount CFO to receive ‘no less than’ $2.6M salary
Yahoo Finance· 2026-01-15 14:47
Core Viewpoint - Paramount has appointed Dennis Cinelli as CFO, who will lead tax, accounting, and investor relations, amidst ongoing tensions with Warner Bros. Discovery over a contentious acquisition bid [3][6][7]. Group 1: CFO Appointment Details - Dennis Cinelli will receive a base salary of no less than $2.6 million and an annual target bonus of $1.1 million as part of his new role [6]. - Cinelli's appointment follows the departure of former CFO Naveen Chopra and interim CFO Andrew Warren, who will remain in an advisory capacity [3][6]. - Cinelli has a strong background, having previously served as CFO for Scale AI and held significant roles at Uber and General Electric [2][7]. Group 2: Acquisition Bid and Legal Actions - Paramount has filed a lawsuit against Warner Bros. Discovery, claiming inadequate information was provided to shareholders regarding the Netflix acquisition [4][5]. - The lawsuit is part of a broader strategy as Paramount seeks to acquire Warner Bros., having made a $77.9 billion hostile takeover bid [5][8]. - Paramount has expressed dissatisfaction with Warner Bros.' lack of transparency and has reiterated that its offer is superior to Netflix's [8][9]. Group 3: Proxy Battle and Shareholder Engagement - Paramount plans to initiate a proxy battle at Warner Bros.' next shareholder meeting, aiming to nominate directors who will engage with Paramount's acquisition offer [10]. - Warner Bros. has rejected Paramount's tender offer, citing significant costs and risks associated with the proposal compared to the Netflix merger [11].
After Failed Hostile Takeover Bid, David Ellison's Paramount Skydance Sues Warner Bros. Over Netflix Deal
Yahoo Finance· 2026-01-15 02:31
Core Viewpoint - Paramount Skydance Corp has intensified its conflict with Warner Bros. Discovery by filing a lawsuit to compel the disclosure of financial details related to Warner Bros.' $83 billion deal with Netflix [1][3]. Group 1: Lawsuit Details - The lawsuit was filed in Delaware Chancery Court, with Paramount seeking information to enable Warner Bros. shareholders to make informed decisions regarding Paramount's $30-per-share cash offer [2][3]. - Paramount accuses Warner Bros. of not disclosing how it valued various components of the Netflix deal, including the Global Networks business and debt reductions, which is essential for shareholders to assess the offer [3][4]. Group 2: Proxy Fight - Paramount CEO David Ellison is initiating a proxy fight to replace Warner Bros.' board with directors willing to negotiate with Paramount, expressing frustration over the lack of engagement from Warner Bros. [2][3]. Group 3: Warner Bros. Response - Warner Bros. has dismissed the lawsuit as "meritless," suggesting that Paramount should increase its offer rather than resorting to legal actions, noting that Paramount has not raised its offer beyond $30 per share [5]. - Warner Bros. highlighted that despite multiple communications from Paramount, there has been no increase in the offer or resolution of the deficiencies in the proposal [5]. Group 4: Netflix Deal Context - The Netflix deal involves a purchase price of $27.75 per share for Warner Bros.' film and TV studios, HBO properties, and games division, following the spinoff of its Global Networks business [6]. - Paramount claims that shares of the spun-off entity, Discovery Global, could potentially be worthless based on Warner Bros.' own calculations [6].