David Ellison’s Paramount has issued a revised takeover bid for Warner Bros. that retains the $30 per share price tag but resolves many of the issues the WBD board had with the deal.
The big changes: David Ellison’s father, Oracle founder Larry Ellison, has agreed to personally support the $40.4 billion in equity financing related to the deal, and he has agreed not to revoke the Ellison Family Trust or adversely transfer assets in the trust while any deal is pending.
More from The Hollywood Reporter
“Paramount has repeatedly demonstrated its commitment to acquiring WBD. We made a fully funded, all-cash offer of $30 per share on December 4.thDavid Ellison said in a statement on Monday: “Our acquisition will continue to be the best option to maximize value for WBD shareholders. Because of our commitment to investment and growth, our acquisition will be superior to all WBD stakeholders and can be a catalyst for more content production, more theatrical output and more consumer choice. “We expect the WBD Board of Directors to take the necessary steps to secure this value-added transaction and preserve and strengthen this iconic Hollywood treasure for the future. “
Paramount also increased its termination fee to $5.8 billion, in line with Netflix, and extended the tender offer end date to January 21, 2026, giving WBD shareholders a few extra weeks to make a decision. That date could also be extended again if Paramount deems it prudent.
Paramount may need additional time to convince shareholders. Monday’s filing said only 397,252 shares had been validly tendered and had not been withdrawn as of the close of trading on Dec. 19. WBD has more than 2.4 billion shares outstanding. That said, it’s not uncommon for institutional shareholders to wait until the last minute to formally bid for their shares, even if they’ve indicated they plan to do so.
Ellison, of course, is trying to wrest Warner Bros. Discovery away from Netflix, which signed a final deal to acquire the streaming and studio businesses earlier this month. Unlike Netflix, where Paramount wants to acquire the entire company, the streaming giant plans to let WBD continue to spin off its linear network business.
Paramount launched a hostile takeover bid after WBD acquired Netflix, prompting a formal response from WBD last week. Paramount’s revised offer appears to resolve most of WBD’s lingering concerns, although foreign financing from Middle Eastern sovereign wealth funds remains. The value of WBD Linear Network remains a major open question, with Paramount estimating its value at $1 per share.