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Paramount launched a 108 billion takeover bid to acquire Warner Bros., which exceeds Netflix’s offer, and questions the fairness of the sale process and regulatory risks.

MADRID, 8 Dic. (EUROPA PRESS).- Paramount threw a public offer acquisition (OPA) to acquire all the actions in circulation of Warner Bros. Discovery which exceeds by 18 billion dollars (mdd) the agreement closed with Netflix last Friday and which, in addition, addresses the entire companyincluding the segment of Global Networks.

Thus, the offer reaches an enterprise value of 108 billion dollars compared to the 82.7 billion dollars of the agreement of Netix.

The takeover bid offers $30 in cash per share, up from the $27,075 in the Netflix deal. According to Paramount, the offer is “strategic” and financially attractive to Warner Bros. Discovey shareholders, as the deal with Netflix “offers uncertain internal value and exposes shareholders to a lengthy regulatory clearance process.”

Likewise, it states that the decision of the board of directors of Warner Bros. Discovery to accept Netflix’s offer and not its own is based on “an illusory prospective valuation of Global Networks that is not supported by business fundamentals and is burdened by the high levels of financial leverage assigned to the entity.”

Paramount Chairman and CEO David Ellison said Warner Bros. shareholders “deserve the opportunity to consider the offer,” which has the same conditions that the company’s board of directors already rejected.

Paramount also highlights that its proposal is for the entirety of WBD, “without leaving WBD shareholders with a minority and highly leveraged stake in Global Networks, as the agreement” with Netflix implies.

The OPA will be active until January 8, 2026 if it is not extended. Centerview Partners LLC and RedBird Advisors are acting as lead financial advisors to Paramount, and Bank of America Securities, Citi and M. Klein & Company are also acting as financial advisors. Cravath, Swaine Moore LLP and Latham & Watkins LLP are acting as legal advisors to Paramount.

Following the announcement of the takeover bid, Paramount Skydance shares rose five percent on the stock market.

Paramount Skydance emerged last August under the leadership of David Ellison, son of Oracle co-founder Larry Ellison. Last week he questioned the “fairness and appropriateness” of WBD’s competitive bidding process, considering that the company was acting in favor of a “single bidder”, in reference to Netflix, and sent a letter to WDB CEO David Zaslav to show his concern.

Agreement with Netflix

Netix reached an agreement to acquire WBD including its film and television studios, HBO Max and HBO, with an enterprise value of approximately $82.7 billion, which, excluding debt, amounts to an equity value of $72 billion.

The transaction is expected to close within 12 to 18 months, following the previously announced separation of Discovery Global into a new listed company, scheduled for completion in the third quarter of 2026.

Netflix will pay $27,075 in cash and shares for each WBD share, representing a 13 percent premium to the market value at the close of trading on Thursday, including the payment of $23.25 in cash and $4,501 in Netflix common shares for each WBD common share outstanding at the close of the transaction.

The acquisition was unanimously approved by the boards of directors of Netix and WBD. In addition to the completion of the separation of Discovery Global, the closing of the purchase is subject to required regulatory approvals, WBD shareholder approval and customary closing conditions.

This Sunday, the President of the United States, Donald Trump, stated that Netflix’s purchase of Warner Bros. could face problems related to antitrust regulations given the high market share that the combination of the two companies would hold.

Trump indicated that the operation “has to go through a process” and that we will see “what happens,” although he alleged that it is “a large market share” and that “it could be a problem.”

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Donald Trump preparing to answer questions from reporters, at the White House, in Washington, DC, United States. Photo:Hu Yousong, Xinhua.

The process will be supervised by the United States Department of Justice, who could consider it illegal if it exceeds a market share of streaming of 30 percent.



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