Paramount Skydance CEO David Ellison is once again putting full confidence behind his company’s hostile takeover bid to buy Warner Bros. Discovery by sweetening the deal with what he calls “additional benefits.”
The added guarantees announced on Tuesday include a “ticking fee” that pays Warner Bros. shareholders 25 cents per share if Paramount’s deal doesn’t go through by the end of the year. The fee amounts to a payment worth roughly $650 million for every quarter after Dec. 31 until the transaction has been approved.
Paramount is also offering to pay the $2.8 billion termination fee that is required of Warner Bros. if the studio abandons its deal with Netflix.
“The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment,” Ellison said in a statement. “We are making meaningful enhancements — backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”
Among the financial incentives to the hostile bid is a personal guarantee from Oracle CEO Larry Ellison, who previously pledged to pay $43.3 billion to cover the equity financing for Paramount’s amended offer and any damage claims against the entertainment company. Paramount says the personal guarantee made by David Ellison’s father is “irrevocable.”
Paramount intends to pay $30 per share to Warner Bros. shareholders, who now have until March 2 to back the Ellisons’ bid by tendering their shares. This marks the third time Paramount has pushed back the deadline for its tender offer.
The monetary value of Paramount’s bid remains unchanged. Warner Bros. has repeatedly rejected the hostile bidder’s efforts.
Echoing past statements, the Warner Bros. Board of Directors said it will compare Paramount’s sweetened offer to its pending agreement with Netflix. After completing its review, the board will then recommend whether Warner Bros. shareholders should either accept or reject the amended offer.
“WBD stockholders are advised not to take any action at this time with respect to the amended Paramount Skydance tender offer,” the board said on Tuesday.
Netflix modified its prevailing bid to an all-cash offer last month in order to compete with Paramount’s cash offer, but Paramount’s latest move shows it has no intent to back down.
The two bidders are currently under review by the Department of Justice, which is concerned about the antitrust implications posed by either deal. While the federal investigation concerns both bids, it places extra pressure on Netflix as a possible “monopoly power.”
Before reports of the investigation surfaced late last week, President Donald Trump said he would not be involved in the regulatory process and that he would let the DOJ handle it. That statement contradicted prior remarks he made back in December when Netflix and Warner Bros. first announced their merger agreement.
Paramount is confident it will receive a favorable outcome as it stands up to regulatory scrutiny. The company disclosed it complied with the DOJ’s “second request” for information earlier this month.
Regulatory approval is also required in countries outside the United States. Paramount announced it secured key regulatory clearances from foreign investment authorities in Germany last month.
REPUBLICANS QUESTION SARANDOS ON ‘WOKE’ NETFLIX CONTENT DURING WARNER BROS. DEAL HEARING
Last week, the Senate antitrust subcommittee held a public hearing to let Netflix and Warner Bros. executives answer lawmakers’ questions about the deal. While Sen. Mike Lee (R-UT) posed questions about the deal as it relates to federal antitrust laws, other Republican senators used much of their time to grill the two witnesses on “woke” entertainment content and other cultural issues.
Netflix co-CEO Ted Sarandos and Warner Bros. Chief Revenue and Strategy Officer Bruce Campbell repeatedly defended their companies while answering such questions. Neither David Ellison nor any other representative from Paramount was present at the hearing.