Warner Bros Discovery (WBD) on Tuesday reopened the way for Paramount Skydance, which improved its takeover offer to $31 per share.
The intense “bidding war” for the major studio behind the “Batman” and “Harry Potter” hits has come to a head, with the board leaving open the possibility that Netflix could lose its position as preferred buyer.
Paramount “forced” Warner back to the negotiating table last week, raising the possibility of an improved cash offer to its shareholders. In its revised offer, Paramount increased the exit clause it would pay if the deal does not receive regulatory approval to $7 billion, up from $5.8 billion previously. At the same time, it agreed to pay Warner shareholders 25 cents per share per quarter for each quarter beyond September 30 in which the deal is not completed.
The company also committed to contribute more equity if banks express concerns about its ability to fund the transaction upon completion.
Warner’s board said it has not yet determined whether Paramount’s revised proposal trumps the merger deal with Netflix, but consultations will continue. Should a superior offer emerge, Netflix will have four business days to revise its own proposal. Netflix declined to comment.
In a statement, Paramount said it “welcomes the WBD Board’s decision and looks forward to continuing constructive discussions to bring the benefits of its proposal to WBD shareholders, the creative community and consumers.”
The battle for Warner Bros is complicated by the fact that Netflix and Paramount are claiming different assets. Paramount’s offer, at $31 per share in cash, is for the entire company. Netflix has offered $27.75 per share in cash, or a total of $82.7 billion including net debt, for its movie and TV studios, content library and streaming service HBO Max. Warner Bros plans to spin off its television division into a separate publicly traded company called Discovery Global.
The value of Netflix’s proposal depends in part on the level of debt and the valuation of Discovery Global following its IPO. Warner’s board estimates that Discovery Global could be valued between $1.33 and $6.86 per share, potentially increasing the total return to shareholders above Paramount’s previous $30 offer.
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