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Warner Bros. Discovery Board Advises Shareholders to Say No to Paramount's Bid

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The board of directors at Warner Bros. Discovery are urging shareholders to decline Paramount Skydance's takeover offer of $108 million, while reaffirming support for the agreement with Netflix announced Dec. 5. Citing concerns over financing, risks and additional costs, the board sent a letter to shareholders on Wednesday, saying, "PSKY's tender offer remains inferior to the Netflix merger."

WBD's board stated that its review process for Paramount's latest bid included its members, as well as independent assessments from financial and legal advisers, and input from top management. The letter said that it believes there is no difference in regulatory risks between the Netflix agreement and Paramount's proposal.

The board noted that the Paramount bid has no financial backing from billionaire Larry Ellison or his family whatsoever. Ellison is the father of David Ellison, the CEO of Paramount

"This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals," board Chairman Samuel A. Di Piazza Jr. said in a statement. "We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination."

Netflix addresses Paramount bid

Netflix co-CEOs Ted Sarandos and Greg Peters also sent a letter to WBD's shareholders on Wednesday, accepting its board's commitment to uphold their agreement and outlining why the streaming giant's merger is the best plan. Pointing to financial credibility, less risk and the likelihood of regulatory approval, the company called its agreement "superior."

In his statement, Sarandos provided reassurance that the merger will prioritize prestige TV and Warner Bros. film releases in movie theaters.

"This was a competitive process that delivered the best outcome for consumers, creators, stockholders and the broader entertainment industry," Sarandos said in a statement.

Paramount's $108 million takeover proposal

Netflix announced its intention to acquire Warner Bros., HBO and its streaming business HBO Max, in an $82.7 billion deal. That deal has been contested by Paramount, which announced Dec. 8 that it was launching a hostile bid to acquire Warner Bros. Discovery.

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