Warner Bros rejects Paramount takeover again and tells shareholders to stick with Netflix bid

Warner Bros. Discovery said Wednesday that its board determined Paramount’s offer is not in the best interests of the company or its shareholders. It again recommended shareholders support the Netflix deal.

“Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed," Warner Bros. Discovery Chair Samuel Di Piazza Jr. said in a statement. In contrast, he added, the company's agreement with Netflix “will offer superior value at greater levels of certainty.”

Paramount did not immediately respond to a request for comment. The company's hostile bid is still on the table. Warner shareholders currently have until Jan. 21 to “tender” their shares.

Late last month, Paramount announced an “irrevocable personal guarantee” from Oracle founder Larry Ellison — who is the father of Paramount CEO David Ellison — to back $40.4 billion in equity financing for the company’s offer. Paramount also increased its promised payout to shareholders to $5.8 billion if the deal is blocked by regulators, matching Netflix's breakup fee.

In its Wednesday letter to shareholders, Warner expressed concerns about a potential deal with Paramount. Warner said it essentially considers the offer a leveraged buyout, which includes a lot of debt, and also pointed to operating restrictions that it said were imposed by Paramount's offer and could “hamper WBD’s ability to perform” throughout a transaction.

The battle for Warner and the value of each offer grows complicated because Netflix and Paramount want different things. Netflix’s proposed acquisition includes only Warner’s studio and streaming business, including its legacy TV and movie production arms and platforms like HBO Max. But Paramount wants the entire company — which, beyond studio and streaming, includes networks like CNN and Discovery.

If Netflix is successful, Warner’s news and cable operations would be spun off into their own company, under a previously-announced separation.

A merger with either company could take over a year to close — and will attract tremendous antitrust scrutiny along the way. Due to its size and potential impact, it will almost certainly trigger a review by the U.S. Justice Department, which could sue to block the transaction or request changes. Other countries and regulators overseas may also challenge the merger. And politics are expected to come into play under President Donald Trump, who has made unprecedented suggestions about his personal involvement on whether a deal will go through.

Trade groups across the entertainment industry have continued to sound the alarm about both deals.

In a statement addressed to a Congressional antitrust subcommittee on Wednesday, Cinema United — which represents more than 60,000 movie screens worldwide — reiterated it was “deeply concerned” that Netflix's acquisition could harm both moviegoers and people who work in theaters, pointing to the streaming giant's past reliance on its online platform. The group said its concerns were “no less serious” for Paramount's bid — warning of consequences of further consolidation overall, which it said could result in job losses and less diversity in filmmaking.