Netflix declines to match Paramount Skydance bid for Warner Bros

Investing.com -- Netflix Inc (NASDAQ: NFLX) announced Thursday that it will not raise its offer for Warner Bros Discovery Inc (NASDAQ: WBD) after Warner Bros. determined that Paramount Skydance Corp's (NASDAQ: PSKY) latest proposal constitutes a superior offer under the terms of its existing merger agreement with Netflix.

Netflix co-CEOs Ted Sarandos and Greg Peters said in a statement that while the transaction they negotiated would have created shareholder value with a clear path to regulatory approval, the deal is no longer financially attractive at the price required to match Paramount Skydance's latest offer.

"We've always been disciplined, and at the price required to match Paramount Skydance's latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid," Sarandos and Peters said.

Warner Bros. Discovery's board of directors made its determination following consultation with its independent financial and legal advisors. The company disclosed on Monday that Paramount Skydance's proposal includes a purchase price of $31.00 per WBD share in cash, plus a daily ticking fee equal to $0.25 per share per quarter beginning after September 30, 2026.

The Paramount Skydance proposal also includes a $7 billion regulatory termination fee payable by PSKY if the transaction does not close due to regulatory matters. PSKY would also pay the $2.8 billion termination fee that WBD would be required to pay to Netflix to terminate the existing Netflix merger agreement.

Larry J. Ellison and an associated trust are obligated to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY's lending banks. The proposal includes a company material adverse effect definition that excludes the performance of WBD's Global Linear Networks segment.

Netflix thanked Warner Bros. Discovery CEO David Zaslav, CFO Gunnar Wiedenfels, Bruce Campbell, Brad Singer and the WBD board for running a fair and rigorous process. The streaming company said it believes it would have been strong stewards of Warner Bros.' brands and that the deal would have strengthened the entertainment industry and preserved and created more production jobs in the U.S.

Netflix said the transaction was always a nice to have at the right price, not a must have at any price. The company said its business is healthy, strong and growing organically, powered by its slate and streaming service. Netflix will invest approximately $20 billion in films and series this year and will expand its offering. The company will also resume its share repurchase program.

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