David Ellison

Source: Paramount

David Ellison

Paramount CEO David Ellison and his team are not giving up on their pursuit of Warner Bros Discovery (WBD) and on Thursday extended the deadline for WBD board members to approve their $30 per share all-cash hostile offer until February 20.

The company filed preliminary proxy materials with the US Securities and Exchange Commission (SEC) as it seeks to persuade WBD shareholders to kibosh the proposed acquisition by Netflix.

The media conglomerate repeated its assertion that its offer, carrying an enterprise value of $108.4bn, is superior to that of Netflix, although it remains to be seen if it will increase its bid.

Earlier this week Netflix amended its $82.7bn offer of $27.75 per WBD share from cash and stock to all-cash. Netflix co-CEOs Ted Sarandos and Greg Peters are betting the switch could expedite the path to success, which hinges on the WBD shareholder vote expected to come at a special meeting in April, and regulatory approval. The streamer’s stock has dropped approximately 30% in the past three months.

Paramount commented in the SEC filing on WBD’s planned split between the streaming and studios business (which Netflix is pursuing) and the linear television business housed in the Discovery Global unit. Were the Netflix transaction to go ahead, it said, “WBD shareholders would receive $27.75 per share in cash, or less if WBD is unsuccessful in putting $17 billion in debt on Discovery Global (assuming the separation occurs as of June 30, 2026). If WBD has to allocate some or all of that debt back to its Streaming and Studios business, that will reduce the per share consideration dollar-for-dollar that WBD shareholders will receive”.

WBD issued a statement in response to the SEC filing morning that read: “Once again, Paramount continues to make the same offer our board has repeatedly and unanimously rejected in favour of a superior merger agreement with Netflix. It’s also clear our shareholders agree, with more than 93% also rejecting Paramount’s inferior scheme. We are confident in our ability to achieve regulatory approval for the Netflix merger and look forward to delivering the tremendous and certain value our agreement will provide to Warner Bros. Discovery shareholders.”

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