{"id":24449,"date":"2025-12-09T18:49:53","date_gmt":"2025-12-09T16:49:53","guid":{"rendered":"https:\/\/www.samdb.co.za\/blogs\/?p=24449"},"modified":"2025-12-09T18:49:55","modified_gmt":"2025-12-09T16:49:55","slug":"paramount-launches-all-cash-tender-offer-to-acquire-warner-bros-discovery-for-30-per-share","status":"publish","type":"post","link":"https:\/\/www.samdb.co.za\/blogs\/blog\/2025\/12\/09\/paramount-launches-all-cash-tender-offer-to-acquire-warner-bros-discovery-for-30-per-share\/","title":{"rendered":"Paramount Launches All-Cash Tender Offer To Acquire Warner Bros. Discovery For $30 Per Share"},"content":{"rendered":"\n<p>Paramount, a&nbsp;Skydance Corporation&nbsp;(NASDAQ: PSKY) (&#8220;Paramount&#8221;), today announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of&nbsp;Warner Bros. Discovery, Inc.&nbsp;(NASDAQ: WBD) (&#8220;WBD&#8221;) for&nbsp;$30.00&nbsp;per share in cash.&nbsp;Paramount&#8217;s&nbsp;proposed transaction is for the entirety of WBD, including the Global Networks segment.<\/p>\n\n\n\n<p>Paramount&#8217;s&nbsp;strategically and financially compelling offer to WBD shareholders provides a superior alternative to the&nbsp;Netflix&nbsp;(NASDAQ: NFLX) transaction, which offers inferior and uncertain value and exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash.<\/p>\n\n\n\n<p>The&nbsp;Paramount&nbsp;offer for the entirety of WBD provides shareholders&nbsp;$18 billion&nbsp;more in cash than the&nbsp;Netflix&nbsp;consideration. WBD&#8217;s Board of Directors recommendation of the&nbsp;Netflix&nbsp;transaction over&nbsp;Paramount&#8217;s&nbsp;offer is based on an illusory prospective valuation of Global Networks that is unsupported by the business fundamentals and encumbered by high levels of financial leverage assigned to the entity.<\/p>\n\n\n\n<p>David Ellison, Chairman and CEO of&nbsp;Paramount, said: &#8220;WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company. 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. We believe the WBD Board of Directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximize the value of their shares.&#8221;<\/p>\n\n\n\n<p>Paramount&#8217;s&nbsp;proposal is more compelling to WBD shareholders on several fronts:<\/p>\n\n\n\n<ul class=\"wp-block-list\">\n<li><strong>Price:\u00a0<\/strong>an all-cash offer at\u00a0$30.00\u00a0per share, equating to an enterprise value of\u00a0$108.4 billion, which represents a 139% premium to the undisturbed WBD stock price of\u00a0$12.54\u00a0as of\u00a0September 10, 2025. In contrast, the\u00a0Netflix\u00a0proposal entails a volatile and complex structure valued at\u00a0$27.75\u00a0mix of cash ($23.25) and stock ($4.50), subject to collar and the future performance of\u00a0Netflix, equating to an enterprise value of\u00a0$82.7 billion\u00a0(excluding\u00a0SpinCo).<\/li>\n\n\n\n<li><strong>Structure:<\/strong>\u00a0Paramount\u00a0proposal is for all of WBD, without leaving WBD shareholders with a sub-scale and highly leveraged stub in Global Networks, as the\u00a0Netflix\u00a0agreement assumes.<\/li>\n\n\n\n<li><strong>Timeline and regulatory certainty<\/strong>:\u00a0Paramount\u00a0is highly confident in achieving expeditious regulatory clearance for its proposed offer, as it enhances competition and is pro-consumer, while creating a strong champion for creative talent and consumer choice. In contrast, the\u00a0Netflix\u00a0transaction is predicated on the unrealistic assumption that its anticompetitive combination with WBD, which would entrench its monopoly with a 43% share of global Subscription Video on Demand (SVOD) subscribers, could withstand multiple protracted regulatory challenges across the world. In many\u00a0European Union\u00a0countries the\u00a0Netflix\u00a0transaction would combine the dominant SVOD player with the number two or strong number three competitor. The\u00a0Netflix\u00a0transaction creates a clear risk of higher prices for consumers, lower pay for content creators and talent and the destruction of American and international theatrical exhibitors.\u00a0Netflix\u00a0has never undertaken large-scale acquisitions, resulting in increased execution risk which WBD shareholders would have to endure.<\/li>\n<\/ul>\n\n\n\n<p>Despite&nbsp;Paramount&nbsp;submitting six proposals over the course of 12 weeks, WBD never engaged meaningfully with these proposals which we believe deliver the best outcome for WBD shareholders.&nbsp;Paramount&nbsp;has now taken its offer directly to WBD shareholders and its Board of Directors to ensure they have the opportunity to pursue this clearly superior alternative.<\/p>\n\n\n\n<p>Ellison continued, &#8220;We believe our offer will create a stronger&nbsp;Hollywood. It is in the best interests of the creative community, consumers and the movie theater industry. We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction. We look forward to working to expeditiously deliver this opportunity so that all stakeholders can begin to capitalize on the benefits of the combined company.&#8221;<\/p>\n\n\n\n<p>The combination of&nbsp;Paramount&nbsp;and WBD would create a unique global media company and a transformative force in a next generation entertainment leader:<\/p>\n\n\n\n<ul class=\"wp-block-list\">\n<li><strong>Scaled\u00a0Hollywood\u00a0champion:<\/strong>\u00a0Paramount\u00a0will invest to grow the creative engines at the heart of WBD and\u00a0Paramount, maintaining the studios of both companies and focusing on attracting and retaining world-class creative talent to grow the scaled supply of high-quality content for our combined services and third-party distribution. This includes maintaining the current WBD theatrical slate with plans for additional growth.<\/li>\n\n\n\n<li><strong>A stronger supporter of movie theaters:\u00a0<\/strong>Paramount\u00a0strongly believes in the value of releasing feature movies in theaters and will continue to do so for the theatrical content of both\u00a0Paramount\u00a0and WBD studios.<\/li>\n\n\n\n<li><strong>Attractive DTC potential:<\/strong>\u00a0Bringing together the resources of\u00a0Paramount\u00a0and WBD will create a combined company with an attractive direct-to-consumer footprint positioned for substantial profitability growth.<\/li>\n\n\n\n<li><strong>Pro-competitive:<\/strong>\u00a0Combination of Paramount+ and HBO Max offers consumers a competitive direct-to-consumer service that increases choice and value by creating a meaningful competitor to the incumbent dominant\u00a0Netflix\u00a0and powerhouses Amazon and\u00a0Disney.<\/li>\n\n\n\n<li><strong>Technology leadership:<\/strong>\u00a0The group&#8217;s close technology relationship with Oracle and its ecosystem will provide it with significant engineering and innovation opportunities.<\/li>\n\n\n\n<li><strong>Broad sports rights portfolio:<\/strong>\u00a0The combined company will create a premier platform for global sports across all distribution formats and hold sports rights including the NFL,\u00a0Olympics, UFC,\u00a0PGA Tour, NHL, Big Ten and Big 12 Football,\u00a0NCAA\u00a0College Basketball, and\u00a0Champions League, with the ability to distribute these rights collectively across all of our platforms.<\/li>\n\n\n\n<li><strong>Stronger linear networks:<\/strong>\u00a0A more diversified and better-scaled suite of cable networks that will deliver content across general entertainment, sports and news coupled with our CBS Network and stations. This will dramatically improve cash flow and increase efficiencies, leading to a division more capable of managing structural linear declines, while providing advertisers with a more appealing partner that can provide cross-channel activations and sales.<\/li>\n\n\n\n<li><strong>Well-positioned to invest in growth:<\/strong>\u00a0Combined balance sheet and cash flows will enable continued investment in growth initiatives, as demonstrated by the marquee deals announced by\u00a0Paramount\u00a0since the close of the Skydance merger \u2013 with\u00a0Trey Parker\u00a0and\u00a0Matt Stone, the UFC, the Duffer Brothers and Activision, among others. The combined company&#8217;s resources and backing of\u00a0Paramount&#8217;s\u00a0committed investors will support increased investment in content generation, reinvigorating the media industry and enhancing competition.<\/li>\n\n\n\n<li><strong>Disciplined financial approach:<\/strong>\u00a0Combined business will execute on a $6+ billion cost synergy opportunity, in addition to the more than\u00a0$3 billion\u00a0in standalone cost efficiencies that\u00a0Paramount\u00a0expects to achieve in its current transformation plans.<\/li>\n<\/ul>\n\n\n\n<p>WBD shareholders can find additional information about\u00a0Paramount&#8217;s\u00a0superior proposal at <a href=\"https:\/\/www.strongerhollywood.com\/\" data-type=\"link\" data-id=\"https:\/\/www.strongerhollywood.com\/\" target=\"_blank\" rel=\"noreferrer noopener\">www.StrongerHollywood.com<\/a>.<\/p>\n\n\n\n<p><strong>Approvals, Financing and Advisors<\/strong><\/p>\n\n\n\n<p>Paramount&#8217;s\u00a0tender offer, which was approved unanimously by its Board of Directors, is scheduled to expire at\u00a05:00 p.m.\u00a0New York City Time on\u00a0January 8, 2026, unless the offer is extended. The full terms, conditions and other details of the tender offer are set forth in the offering documents that\u00a0Paramount\u00a0is filing today with the Securities and Exchange Commission.<\/p>\n\n\n\n<p>Paramount&nbsp;will today submit a premerger notification filing under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 in connection with its tender offer for WBD and stands ready to secure all necessary regulatory approvals expeditiously.<\/p>\n\n\n\n<p>The proposed transaction will not be subject to any financing condition and will be financed by new equity backstopped by&nbsp;Paramount&#8217;s&nbsp;well-capitalized principal equity holders, and&nbsp;$54 billion&nbsp;of debt commitments from&nbsp;Bank of America, Citi and Apollo.<\/p>\n\n\n\n<p>Centerview Partners LLC&nbsp;and&nbsp;RedBird Advisors&nbsp;are acting as lead financial advisors to&nbsp;Paramount, and&nbsp;Bank of America Securities, Citi and&nbsp;M. Klein &amp; Company&nbsp;are also acting as financial advisors.&nbsp;Cravath, Swaine &amp; Moore LLP&nbsp;and&nbsp;Latham &amp; Watkins LLP&nbsp;are acting as legal counsel to&nbsp;Paramount.<\/p>\n","protected":false},"excerpt":{"rendered":"<p>Paramount, a&nbsp;Skydance Corporation&nbsp;(NASDAQ: PSKY) (&#8220;Paramount&#8221;), today announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of&nbsp;Warner Bros. Discovery, Inc.&nbsp;(NASDAQ: WBD) (&#8220;WBD&#8221;) for&nbsp;$30.00&nbsp;per share in cash.&nbsp;Paramount&#8217;s&nbsp;proposed transaction is for the entirety of WBD, including the Global Networks segment. Paramount&#8217;s&nbsp;strategically and financially compelling offer to WBD shareholders provides a superior alternative&hellip; <a class=\"more-link\" href=\"https:\/\/www.samdb.co.za\/blogs\/blog\/2025\/12\/09\/paramount-launches-all-cash-tender-offer-to-acquire-warner-bros-discovery-for-30-per-share\/\">Continue reading <span class=\"screen-reader-text\">Paramount Launches All-Cash Tender Offer To Acquire Warner Bros. Discovery For $30 Per Share<\/span><\/a><\/p>\n","protected":false},"author":1,"featured_media":17251,"comment_status":"closed","ping_status":"closed","sticky":false,"template":"","format":"standard","meta":{"_jetpack_memberships_contains_paid_content":false,"footnotes":""},"categories":[1],"tags":[],"class_list":["post-24449","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-uncategorized","entry"],"jetpack_featured_media_url":"https:\/\/i0.wp.com\/www.samdb.co.za\/blogs\/wp-content\/uploads\/2022\/10\/ParamountPictures.jpg?fit=340%2C269&ssl=1","jetpack_sharing_enabled":true,"_links":{"self":[{"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/posts\/24449","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/comments?post=24449"}],"version-history":[{"count":0,"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/posts\/24449\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/media\/17251"}],"wp:attachment":[{"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/media?parent=24449"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/categories?post=24449"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.samdb.co.za\/blogs\/wp-json\/wp\/v2\/tags?post=24449"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}