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Paramount said it will again sweeten its hostile bid for Warner Bros. Discovery, adding a new payment tied to timing as it extended the deadline for shareholders to tender their stock. The company also pledged to cover a $2.8 billion breakup payout to Netflix that is associated with Warner’s existing studio and streaming merger deal with Netflix.
In a statement Tuesday, Paramount said the added “ticking fee” would amount to 25 cents per share, or $650 million in total, for every quarter after Dec. 31 if the transaction does not close by the end of the year. Paramount said the company remains offering $30 per share in cash to Warner shareholders and that shareholders now have until March 2 to tender their shares.
Paramount CEO David Ellison said the “additional benefits” announced Tuesday “clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment.” The company said the value of its bid otherwise remains unchanged.
Paramount’s hostile offer seeks to buy Warner Bros. Discovery for $77.9 billion, describing a total enterprise value of $108 billion that includes debt. The offer would also cover Warner’s networks, including CNN and Discovery, as well as its studio and streaming operations.
The tender offer comes amid what Paramount described as a decline in shareholder support over the prior month. As of Monday, Paramount said more than 42.3 million Warner shares had been “validly tendered and not withdrawn,” down from over 168.5 million shares on Jan. 21, and it said Warner has about 2.48 billion shares outstanding in series A common stock. With control requiring more than 50%, Paramount said it still would need additional support to gain control.
The March 2 deadline marks the third time Paramount has pushed back the expiration of its tender offer, and the company said it has also begun soliciting proxies to challenge Warner’s agreement with Netflix. Warner, in turn, confirmed it received Paramount’s “amended, unsolicited tender offer” and said its board would review it, while Warner leadership said it was not modifying its recommendation for the Netflix deal at this time.
Netflix agreed in December to buy Warner’s studio and streaming business for $72 billion, and the companies have described the transaction as an all-cash deal intended to accelerate a path to a shareholder vote by April. Including debt, Paramount said, the enterprise value of the Netflix deal is about $83 billion, or $27.75 per share.
Paramount and Warner have argued their plans would be better for consumers and the broader entertainment industry, including claims that the combinations would deliver more content to streaming customers. Lawmakers and other critics have raised antitrust concerns about the size of either acquisition, and the U.S. Department of Justice has initiated reviews of both Warner’s Netflix agreement and Paramount’s hostile bid, according to the companies.
Paramount also said it “secured clearance” for its tender offer from authorities in Germany last month. Warner said a Netflix spokesperson did not immediately respond to requests for comment, while unions and other trade groups have warned that additional consolidation in the media industry could lead to job losses and less diversity in content, including impacts on filmmaking.
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