Warner Bros. Discovery to Vote on Netflix Deal, Engage with Paramount

Warner Bros. Discovery to Vote on Netflix Deal, Engage with Paramount

Warner Bros. Discovery (WBD) has announced an upcoming vote on its significant agreement with Netflix, scheduled for March 20. This comes as WBD seeks to resolve outstanding issues with Paramount Skydance (PSKY) before finalizing the deal. David Zaslav, CEO of Warner Bros. Discovery, emphasizes that the goal is to maximize value for shareholders.

Engagement with Paramount Skydance

The entertainment giant announced that Netflix has permitted a seven-day period for discussions with PSKY. During this time, WBD hopes to receive a “best and final” offer from Paramount. The most recent offer from PSKY included a bid of $31 per share, which was not deemed final by the company.

Concerns and Pressure from Shareholders

Some shareholders have been advocating for WBD to re-engage with Paramount due to concerns over the Netflix deal. Reports indicate that discussions among WBD’s board about re-engaging with PSKY had been ongoing. The outcome of these talks could influence the upcoming vote.

  • March 20: Scheduled vote for the Netflix deal.
  • $82.7 billion: Value of the Netflix deal first announced in December.
  • $2.8 billion: Fee owed to Netflix if WBD withdraws from the agreement.
  • $1.5 billion: Costs cut due to refinancing options presented by Paramount.
  • $650 million: Cash “ticking fee” added by Paramount for delays beyond 2026.

Potential Proxy Fight

With the voting date approaching, the possibility of a proxy fight looms. Paramount may attempt to convince shareholders to oppose the Netflix deal. Any proxy fight could complicate the timeline for WBD and distract from determining shareholder value.

Regulatory Concerns

Paramount has voiced concerns about the antitrust implications of the Netflix merger. They argue that their proposal offers a clearer path to regulatory approval. To bolster its public policy stance, Paramount has hired Rene Augustine, previously involved in U.S. antitrust matters, to navigate potential challenges.

Statements from Key Stakeholders

In a recent statement, Samuel A. Di Piazza, Jr., chair of the WBD board, reiterated that the Netflix merger serves the best interests of WBD shareholders. He highlighted the value, regulatory support, and protections afforded by the deal. Conversely, Netflix has expressed confidence in their proposed transaction, underscoring a collaborative regulatory strategy.

As the situation develops, analysts note that the ongoing bidding war could impact share valuations for both WBD and Netflix. Commentary from Guggenheim Securities and MoffettNathanson suggests that the share price of Netflix may struggle with uncertainty regarding the bidding situation.

The culmination of these discussions, whether it results in an approved Netflix deal or a renewed engagement with Paramount, will significantly shape WBD’s future strategies and shareholder value.

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