Paramount Responds to WBD Talks: Will Enter Negotiations in Good Faith but Pursue a Hostile Offer and Proxy Campaign
Paramount has issued a statement in response to Warner Bros. Discovery’s move, backed by Netflix, to begin a seven-day window of discussions through February 23 with David Ellison’s company about a potential deal.
Paramount notes WBD’s public announcement that, together with Netflix, they have granted Paramount a seven-day negotiation waiver. By doing so, the WBD board has bypassed the usual step under the Netflix merger agreement that would determine whether Paramount’s superior all-cash offer of $30 per share could reasonably be expected to lead to a superior proposal, which would have granted WBD the right to negotiate without a fixed deadline.
Warner Bros. Discovery remains unconvinced that talks with Paramount will produce an agreement better than its Netflix arrangement. They continue to back the Netflix deal and have scheduled a special shareholder meeting for March 20 to vote on that merger. Paramount’s response, though measured, highlighted Warner’s proxy materials, which state that the Netflix value offered to WBD shareholders “will be a minimum of $21.23 and a maximum of $27.75” per share in cash. Warner described the lower figure as a “hypothetical scenario” that is unlikely to occur.
By contrast, Paramount emphasizes its higher value of $30 per share in cash, plus a faster and more certain path to closing, including the previously disclosed addition of a $0.25 per share, per-quarter ticking fee. Paramount did not comment on the possibility of raising its base offer above $30, even though such an idea has been floated in prior discussions.
Paramount acknowledged the WBD board’s unusual actions but stated its readiness to engage in good-faith and constructive talks. At the same time, Paramount will continue to pursue its tender offer, maintain its opposition to the Netflix merger, and proceed with plans to nominate a slate of directors for the upcoming WBD annual meeting.
Would you like this rewritten piece to adopt a more neutral, strictly factual tone or keep the slightly provocative angle that nudges readers to weigh the competing narratives? Also, should I add a brief explainer of the strategic implications of a ticking fee and how tender offers usually work for readers new to M&A topics?
