Warner Bros. Discovery could reveal as early as Tuesday that it will engage with Paramount following the Ellison family’s latest offer, which included some significant concessions, Deadline has learned.
WBD has a signed deal with Netflix but Par has been lobbing consecutive unsolicited takeover offers, all rejected outright thus far. The amended bid with a series of sweeteners led to some WBD shareholders, including activist investor Ancora Capital, becoming vocal that the board needed to consider all options.
WBD’s boilerplate response last week said it was reviewing the amended offer from Paramount but, meanwhile, was sticking with Netflix.
Netflix has a deal to acquire Warner Bros. Studios and streaming assets for $27.75 a share, all in cash. The giant streamer had improved that from an initial cash and stock deal amid ongoing pressure. Shortly after Warner and Netflix clinched their deal, Paramount took a public tender offer directly to WBD shareholders with the deadline, already twice extended, coming up Feb. 20.
Warner was tentatively planning a special shareholders meeting sometime in April to vote on the Netflix merger, according to SEC filings, but it’s not totally clear now where that is headed.
Paramount is offering $30 a share in cash for all of WBD. Its latest bid added a new $0.25-per-share so-called “ticking fee” payable to WBD shareholders for each quarter its transaction has not closed beyond December 31, 2026, which it said comes to about $650 million in cash value each quarter. It also agreed to fund a $2.8 billion termination fee that would be payable to Netflix and ticked off a series of concessions around WBD’s debt financing costs and obligations. Paramount still has not defined that bid as its last and best offer.
Bloomberg first reported WBD’s potentially softening stance toward Paramount.
Reps from WBD and Paramount declined to comment
