Paramount, a key subsidiary within Skydance Corporation (NASDAQ: PSKY) and recognized globally for its long-standing influence in the entertainment industry, formally announced today that it has initiated an all-cash tender offer to purchase every outstanding share of Warner Bros. Discovery, Inc. (NASDAQ: WBD) for a price of $30.00 per share in cash. This proposal represents a decisive strategic maneuver by Paramount, reflecting both its financial strength and its ambition to expand its portfolio. The transaction, as proposed, is designed to encompass the totality of WBD’s business operations, including its extensive Global Networks segment, ensuring a comprehensive acquisition that would unite some of the most recognizable media assets under one corporate structure.
Paramount emphasized that its proposed acquisition stands as a strategically and financially superior alternative for WBD shareholders when compared with the competing transaction offered by Netflix (NASDAQ: NFLX). The company asserted that while the Netflix proposal may appear competitive on the surface, it ultimately presents a package of uncertain and potentially unstable value. Paramount highlighted several critical weaknesses in Netflix’s offering: it combines an unpredictable mix of equity and cash, subjects shareholders to a lengthy and complex regulatory clearance process across multiple jurisdictions with uncertain outcomes, and carries substantial execution risk as a result of global competition and shifting market dynamics. In contrast, Paramount’s all-cash approach eliminates such uncertainties by providing straightforward liquidity and immediate value realization for shareholders.
The difference in tangible value between the two offers is substantial. Paramount’s bid, covering the entire enterprise value of WBD, offers shareholders an incremental $18 billion in cash compared with the total consideration proposed by Netflix. According to Paramount’s statement, the WBD Board of Directors’ current endorsement of the Netflix transaction relies on an optimistic and largely speculative valuation of the Global Networks division. This assessment, Paramount argues, is not grounded in operational fundamentals and is further weakened by the heavy financial leverage currently assigned to that business unit. By contrast, Paramount maintains that its valuation approach reflects a disciplined analysis of market realities, revenue stability, and long-term profit potential.
David Ellison, Chairman and Chief Executive Officer of Paramount, reinforced the rationale and spirit behind this bold initiative, stating that WBD shareholders are entitled to evaluate an offer that truly maximizes their financial interests. He explained that Paramount’s proposal—publicly extended on the same terms previously presented confidentially to the WBD Board—provides not only superior value but also a swifter and more certain path toward closing. Ellison criticized the WBD Board’s preference for Netflix’s mixed consideration of stock and cash, emphasizing that it exposes shareholders to market volatility, unpredictable post-merger stock performance, and additional complications arising from regulatory scrutiny in multiple national jurisdictions. He underscored Paramount’s intention to bypass institutional hesitation and appeal directly to individual and institutional shareholders, affording them the opportunity to exercise their own judgment and secure what the company describes as a clearly superior outcome. In his concluding remarks, Ellison reaffirmed Paramount’s belief that this transaction would deliver both immediate and lasting benefits to WBD shareholders while reshaping the future of global media through a more stable, transparent, and value-driven structure.
Sourse: https://www.theverge.com/news/839813/paramount-skydance-warner-bros-discovery-hostile-takeover-bid
