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Paramount launches hostile bid for Warner Bros. Discovery despite Netflix deal

By Michael Thompson

7 months ago

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Paramount launches hostile bid for Warner Bros. Discovery despite Netflix deal

Paramount Global has initiated a hostile $108 billion all-cash bid to acquire Warner Bros. Discovery at $30 per share, positioning it as a better option than Netflix's recent $27.75 per share deal for partial assets. The move, led by CEO David Ellison, highlights intensifying media consolidation amid regulatory and political scrutiny, including comments from President Trump on antitrust concerns.

In a dramatic escalation of the ongoing media merger wars, Paramount Global has launched a hostile takeover bid for Warner Bros. Discovery, offering $30 per share in an all-cash deal valued at more than $108 billion. The move, announced on Monday, comes just days after Warner Bros. Discovery appeared poised to sell significant portions of its studio and streaming assets to Netflix in a $27.75 per share transaction. Paramount's aggressive play bypasses Warner Bros. Discovery's board, going directly to shareholders with the promise of a swifter and less regulatory-hassled path to completion.

Paramount CEO David Ellison, who acquired the company earlier this year through his Skydance Media in an $8 billion deal, framed the bid as a superior alternative to the Netflix arrangement. "WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company," Ellison said in a statement released by Paramount. The offer targets the entirety of Warner Bros. Discovery, including its iconic Warner Bros. film studio, the premium cable network HBO, the streaming platform Max (formerly HBO Max), and a suite of cable brands that Netflix's partial bid would leave behind.

Netflix's agreement, reached last week, focuses on acquiring Warner Bros. Discovery's studio and streaming operations but excludes its cable channels, which have been a point of contention amid cord-cutting trends. Paramount's proposal, in contrast, encompasses all assets and is backed by substantial financing. The company announced a $54 billion funding commitment from major players including Bank of America, Citigroup, and the private equity firm Apollo Global Management, with additional support from the Ellison family's considerable fortune—stemming from David Ellison's father, Oracle co-founder Larry Ellison, a billionaire with known ties to President Donald Trump.

Ellison emphasized the strategic rationale during an interview with CNBC shortly after the announcement. "We're really here to finish what we started," he told the network. He argued that combining Paramount's assets with Warner Bros. Discovery would create a media powerhouse without the antitrust pitfalls he associates with a Netflix-WBD tie-up. "When you combine the number one streamer with the number three streamer, that creates a company that has unprecedented market power, north of 400 million subscribers," Ellison said. "The next largest competitor is Disney, with just under 200 million. That's bad for Hollywood."

The timing of Paramount's bid underscores the cutthroat competition in the streaming era, where consolidation has become a survival strategy for legacy media companies grappling with declining linear TV revenues. Warner Bros. Discovery, formed in 2022 from the merger of WarnerMedia and Discovery Inc., has faced financial pressures, including heavy debt loads and subscriber losses at Max. Paramount, under Ellison's leadership since the Skydance acquisition, has been positioning itself as a consolidator, leveraging its CBS, MTV, and Nickelodeon brands alongside Paramount+ streaming service.

Paramount's overture was not entirely unexpected; the company had privately approached Warner Bros. Discovery's board with similar terms before going public. "Our public offer, which is on the same terms we provided to the Warner Bros. Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion," Ellison added in his statement. By launching a hostile bid, Paramount aims to pressure shareholders into forcing the board's hand, a tactic reminiscent of high-profile media battles like the 2018 takeover fight for 21st Century Fox.

Warner Bros. Discovery has not immediately responded to the bid, but sources close to the company indicated that the board is evaluating options. The Netflix deal, if completed, would value the targeted assets at around $40 billion, according to preliminary estimates, leaving cable networks like CNN, TNT, and TBS in Warner Bros. Discovery's hands. Paramount's full-company offer, however, could provide a clean exit for all shareholders, potentially alleviating the conglomerate's $40 billion-plus debt burden.

The involvement of political figures adds another layer of complexity. On Sunday, President Trump weighed in on the Netflix-WBD negotiations, calling the potential merger an antitrust "problem." Speaking to reporters at the White House, Trump said he would "be involved" in the approval process. He also revealed that Netflix co-CEO Ted Sarandos had visited him in the Oval Office recently to discuss the deal, though Trump made no commitments. "Netflix buying Warner Bros. could be an antitrust problem," Trump stated, echoing concerns from industry watchers about market concentration in streaming.

Ellison, in his CNBC remarks, expressed confidence in shareholder support. "We believe we have the superior offer, we're taking that directly to shareholders and we think that's what they're going to vote for," he said. The bid's all-cash nature could appeal to investors seeking certainty, especially amid regulatory scrutiny from the Federal Trade Commission and Department of Justice, which have been aggressive under the Biden administration in blocking media deals—though Trump's comments suggest a potential shift if his influence sways approvals.

Background on the players reveals deep industry interconnections. David Ellison, 41, has built Skydance into a production powerhouse, financing films like Mission: Impossible and Top Gun: Maverick. His acquisition of Paramount in a complex transaction valued the company at $8 billion, blending Skydance's animation and gaming arms with Paramount's vast library. Larry Ellison's Oracle empire and political connections, including donations to Trump's campaigns, have fueled speculation about behind-the-scenes leverage in this deal.

Netflix, the undisputed streaming leader with over 280 million global subscribers, has been on an acquisition spree to bolster its content pipeline. The Warner Bros. Discovery assets would add HBO's prestige titles like Succession and The Last of Us, plus Warner's DC Comics universe, to Netflix's roster. However, antitrust hawks worry that such a merger could stifle competition, reducing choices for consumers and creators alike.

Broader implications for Hollywood are profound. A Paramount-WBD union could accelerate the decline of traditional cable, pushing more resources toward streaming and potentially leading to job cuts in legacy divisions. Analysts estimate the combined entity would control about 25% of the U.S. streaming market, challenging Disney's dominance and intensifying rivalries with Amazon and Apple. Yet, regulatory hurdles remain; the Ellison bid's promise of a "quicker path" may hinge on favorable treatment from antitrust enforcers.

As the bidding war unfolds, Wall Street reacted swiftly. Warner Bros. Discovery shares surged 12% in pre-market trading on Monday, reflecting investor enthusiasm for the premium valuation. Paramount's stock dipped slightly, as the deal's financing commitments raise questions about dilution for existing holders. Legal experts predict a protracted fight, with Warner Bros. Discovery possibly invoking poison-pill defenses to deter the hostile approach.

Looking ahead, the outcome could reshape the media landscape for years. If Paramount prevails, it might signal a new era of family-backed conglomerates challenging tech giants like Netflix. Should Netflix push through, it would mark the streaming pioneer's boldest foray into traditional Hollywood studios. Either way, the saga highlights the high stakes of survival in an industry where content is king, but scale is the ultimate crown. Stakeholders, from Hollywood unions to Silicon Valley investors, will watch closely as this multibillion-dollar drama plays out in boardrooms and courtrooms.

For now, Paramount's bid has injected fresh uncertainty into what was shaping up as a straightforward Netflix victory. Ellison's team plans to file formal tender offer documents with the Securities and Exchange Commission within days, setting the stage for a shareholder vote that could upend the deal by summer's end.

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