Warner Bros. sets a date for a vote on the Netflix merger. The Studio will also have a week to engage with Paramount’s counter offer
Previously on the Paramount-Warner drama…
It was recently reported that Paramount is sweetening their deal for Warner Bros. even further. While they aren’t increasing their proposed $30 a share cash bid, they are adding a new $0.25 a share so-called “ticking fee” payable to WBD shareholders for each quarter its transaction has not closed beyond December 31, 2026. The studio is selling that their new offer is equivalent to approximately $650 million cash value each quarter and it would underscore “Paramount’s confidence in the speed and certainty of regulatory approval for its transaction.” Additionally, Paramount Skydance has agreed to fund a $2.8 billion termination fee to be paid to Netflix and said it is offering some solutions for Warner Bros.’ debt financing costs and obligations.
The vote on the merger
According to The Hollywood Reporter, despite shaking hands with Netflix at the end of last year, Warner Bros. Discovery will be putting the merger situation to a vote. The Hollywood legacy studio has now set a date for the vote on March 20. However, Netflix has also granted Warners a seven-day waiver to talk with David Ellison and Paramount Skydance on their counter offers to the studio in an attempt to resolve their issues and get a final offer after Ellison had aggressively taken action when WBD decided to sell to Netflix. It is not yet known whether Paramount will take Netflix’s waiver week for negotiations or instead pursue a proxy fight to convince WBD shareholders to vote down the Netflix deal.
David Zaslav, CEO of Warner Bros. Discovery, has stated, “Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders. Every step of the way, we have provided PSKY (Paramount Skydance) with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.”
Netflix has stated that they are “confident that our transaction, a largely vertical merger of complementary assets, has a clear path to timely regulatory approval.” Their statement continues, “Netflix and WBD are driving the regulatory process forward — collaboratively and constructively and focused on a clear path to closing. By contrast, PSKY has repeatedly mischaracterized the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world. WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval – it does not.”
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