Paramount Skydance on Monday launched an unsolicited $108.4 billion all-cash tender offer for all outstanding shares of Warner Bros Discovery (NASDAQ: WBD), directly to shareholders, in a dramatic attempt to derail Netflix’s recently agreed $72 billion acquisition of key Warner assets.The $30-per-share cash offer represents a 139% premium to Warner Bros Discovery’s undisturbed share price before takeover talks emerged and delivers approximately $18 billion more in immediate cash to shareholders than Netflix’s $27.75-per-share mix of cash and stock.Warner Bros Discovery’s board said it would review the Paramount proposal but maintained its recommendation in favor of the Netflix transaction, advising shareholders to “take no action at this time.”Paramount, controlled by David Ellison and backed by his father, Oracle co-founder Larry Ellison, argues its bid is superior because it:Covers the entire company, including linear cable networks that Netflix’s deal would spin offIs fully financed with cash, eliminating stock-price risk for shareholdersCarries lower regulatory risk than a Netflix combination that would further concentrate streaming market shareFinancing for the offer includes $40.7 billion of committed equity from the Ellison family and RedBird Capital, debt commitments from a banking syndicate led by Bank of America and Citigroup, and additional capital from Jared Kushner’s Affinity Partners, Saudi Arabia’s Public Investment Fund, Qatar Investment Authority, and Abu Dhabi’s L’imad Holding.Netflix co-CEO Ted Sarandos, speaking at the UBS Global Media Conference, called the hostile bid “entirely expected” and expressed confidence the company’s deal would close. He questioned Paramount’s claimed $6 billion of synergies, asking, “Where do you think synergies come from? Cutting jobs? We’re making jobs.”The rival offer comes with significant antitrust hurdles of its own. A full merger of Paramount and Warner Bros Discovery would create a company with greater traditional television market share than Walt Disney Co and has already drawn criticism from Democratic lawmakers concerned about media consolidation.Warner Bros Discovery shares closed up 4.8% at $27.32, still below Paramount’s $30 offer price, signaling investor caution about the bid’s ultimate success. Netflix shares fell 2.9%, while Paramount Skydance rose 8.7%.The company has not set an expiration date for the tender offer but indicated it intends to commence it promptly. Warner Bros Discovery said it expects to provide an updated recommendation within 10 business days.
