Paramount has extended the deadline for its $30 per share all-cash hostile offer for the entirety of Warner Bros. Discovery until February 20, with the hope WBD shareholders will put their support behind it and reject a pending WBD board-supported deal with Netflix.
The latest Paramount tender offer, with an enterprise value of $108.4 billion, was initially set to expire Wednesday, January 21.
Paramount on Thursday also filed proxy materials with the SEC to solicit WBD shareholders to vote against an amended WBD deal with Netflix and related proposals at a special meeting of WBD stockholders.
On Tuesday WBD and Netflix had announced a revised agreement that saw the SVOD giant update its previous $27.75 per WBD share cash-and-stock offer for WBD’s studio and streaming businesses to all-cash.
Coinciding with that, WBD filed a preliminary proxy statement with the SEC to accelerate the timeline for shareholders to vote on the Netflix agreement, valued at about $83 billion, by April 2026.
Paramount on Thursday claimed that the amended Netflix deal “represents acknowledgement by WBD that its original agreement was inferior” and insists the new one still falls short of Paramount’s bid.
Paramount has previously pledged a proxy battle and intention to elect board members to push for its hostile takeover bid over the Netflix offer - the latter which WBD’s board originally agreed to on December 5 and again unanimously supported with the all-cash revision earlier this week.
In a statement published by Deadline following Paramount’s tender offer extension, WBD noted that only a small proportion of outstanding WBD shares had been tendered (Paramount’s announcement disclosed that as of Wednesday, 168.5 million WBD shares had been tendered.)
“Paramount continues to make the same offer our board has repeatedly and unanimously rejected in favor of a superior merger agreement with Netflix,” stated WBD, per Deadline. “It’s also clear our shareholders agree, with more than 93% also rejecting Paramount’s inferior scheme.”
After going hostile with its bid in December after WBD initially selected Netflix, Paramount has continued to pursue a purchase of the media company despite repeated rejections by WBD’s board of directors.
The David Ellison-led media company continues to contend that its offer for all of WBD, including the linear networks business Discovery Global with assets like TNT and CNN, provides shareholders superior value and a more certain regulatory path to close than the Netflix deal.
Netflix’s transaction would see it acquire Warner Bros. film and television studios as well as HBO and the HBO Max streamer, following a previously planned spin-off of the WBD linear networks business.
Netflix and WBD have continued to express confidence in completing their proposed transaction.