WBD Shareholder Unleashes Fury on Netflix Bid, Backs Paramount's Hostile Takeover

Published 1 hour ago2 minute read
Precious Eseaye
Precious Eseaye
WBD Shareholder Unleashes Fury on Netflix Bid, Backs Paramount's Hostile Takeover

An activist investor, Ancora Holdings Group, has publicly declared its strong opposition to Warner Bros. Discovery's (WBD) proposed $83 billion deal with Netflix, instead advocating for Paramount Skydance's hostile takeover offer. Ancora, which identifies itself as a "nearly $11 billion firm" with approximately a $200 million economic interest in WBD, released a presentation detailing its reasons for this stance.

Ancora argues that the current Netflix-WBD deal offers shareholders "inferior value," an uncertain spinoff of linear TV networks into Discovery Global, and significant regulatory risk. In contrast, Ancora highlights the availability of Paramount's offer, which it describes as a "higher value and more certain $30 per share offer" for all of WBD, unlike the Netflix agreement which excludes the linear TV group. Ancora stated there is a "clear pathway for Paramount to submit – and for WBD to accept – a superior proposal" and intends to vote 'NO' on the Netflix deal unless the WBD Board re-engages with all interested parties.

Paramount had recently upgraded its hostile $30/share offer. This revised proposal includes a "ticking fee" where Paramount would pay WBD shareholders 25 cents per share (approximately $650 million in cash) each quarter if the acquisition is not closed beyond December 31, 2026. Furthermore, Paramount pledged to cover the $2.8 billion termination fee owed to Netflix if WBD shareholders accept Paramount's offer.

Warner Bros. Discovery responded to Ancora by stating its experienced and independent Board and management team have a proven track record of acting in the best interests of the Company and shareholders to unlock value. Regarding Paramount's revised offer, WBD said its board "will carefully review and consider Paramount Skydance’s offer in accordance with the terms of WBD’s agreement with Netflix, Inc." For now, the WBD board is "not modifying its recommendation with respect to the Netflix Merger Agreement" and will advise stockholders of its recommendation after completing its review of Paramount's amended tender offer, which is due within 10 business days.

Ancora's presentation, mirroring Paramount's talking points, asserts the Netflix deal is "flawed, inferior and high risk," while the Paramount proposal offers certainty and potential for increase. Ancora noted Paramount's willingness to improve its proposal further. The activist investor also emphasized its role as a "long-term supporter of union labor," pointing out that Hollywood unions, including the WGA, have opposed the Netflix-WB deal due to concerns about job elimination. WBD has not yet set a date for the special shareholders meeting to vote on the Netflix-WB deal, which is expected in late March or early April.

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