As Paramount was closing in on a deal to pry Warner Bros. Discovery away from Netflix, a surprise bid was lobbed in from a mysterious Singaporean firm offering $32.50 per share for the entertainment company.
The company Nobelis Capital, Pte. Ltd., was promising billions, and fast. But an investigation by WBD suggested that something was off.
“WBD’s legal and financial advisors conducted preliminary due diligence regarding Nobelis, including through professional contacts in Singapore, as well as an investment banker identified in the proposal, but were unable to verify that Nobelis owned or controlled any material assets, and could not find the purported deposit at J.P. Morgan,” the company wrote in its preliminary proxy filing Monday. “The investment banker advised counsel to WBD that he had no knowledge of Nobelis and had not been retained by them.”
The company subsequently threatened legal action against WBD, though it “took no further action with respect to the Nobelis communication, and WBD has received no further communication from Nobelis as of the date of this proxy statement.”
The surprise bid was one of a few notable things in the proxy, the other big one being a deal with WBD CEO David Zaslav for a tax reimbursement program, which will potentially see the company offset taxes owed thanks to the size of the excise taxes that could come from the merger closing.
The company says that the tax reimbursement could be as high as $335 million which would give him a total payout of nearly $887 million. That won’t happen though, as the figure is based on a deal close of March 11, 2026, and with no shareholder vote even scheduled yet, any close is still months away.
While Zaslav is in line for hundreds of millions, that number isn’t exactly right, as the tax reimbursement will go down as the year progresses and as his shares vest, and would be eliminated if the deal closes in 2027. Still, don’t feel too bad for Zas. The CEO is set to take home nearly $800 million in the deal, potentially more if the Paramount “ticking fee” kicks in.
The proxy also underscored the speed with which the Netflix deal collapsed, and the Paramount deal won.
While a financial advisor to Paramount had told a non-executive officer at Warners that the company was willing to bid at least $31 per share, and that would not be its “best and final” offer, Zaslav ultimately went direct to David Ellison to see if he could secure maximum value for company shareholders.
On Feb. 25, “Mr. Zaslav had a telephone conversation with Mr. D. Ellison. Mr. Zaslav asked about additional value,” the proxy states. “Mr. D. Ellison responded that PSKY’s view was that $31.00 per share plus the proposed Ticking Consideration represented full and fair value, particularly in the absence of any enhanced proposal by Netflix.”
Warners, of course, determined that Paramount’s bid could be deemed superior, and notified Netflix, which told Warners that it would be bowing out “shortly following” the notice.
