Warner Bros. Discovery Reopens Paramount Talks, Setting Stage for Potential Bidding War With Netflix

Paramount Willing to Up The Ante

According to Warner, Paramount has indicated it would be willing to increase its offer from $30 per share to $31 if Warner is open to further discussions.

As mentioned, Netflix has a deal in place to acquire Warner's movie/TV studios and HBO Max for $72 billion, all cash. They'll also have the opportunity to match any other offer Warner accepts from another bidder.

According to the Journal, Netflix believes its deal is better, but has granted Warner a seven-day waiver of certain obligations of its merger agreement “to fully and finally resolve this matter."

Also, as part of their offer, Paramount was willing to pay the $2.8 bilon termination fee that Warner would owe Netflix, along with a "ticking fee" of 25 cents per share. This would be paid to Warner shareholders each quarter, starting in January 2027, until the deal closes.

According to The Journal, Netflix is allowing Warner to negotiate with Paramount until February 23. Warner knows the Paramount offer will exceed $31 per share.

Now, Warner Discovery's Chief Executive is saying it is engaging with Paramount “to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.”

Raymond James analysts believe the offer could be up to $3 higher per share from the initial $30 offer.

Warner Still Favoring Netflix

All this being said, Warner still prefers Netflix's offer at the moment, and a shareholder vote date is set forMarch 200.

“We continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval, and the transaction’s protections for shareholders against downside risk,” said Warner Chairman Samuel A. Di Piazza Jr.

The Journal also reports that Warner doesn't believe Paramount will make an offer that exceeds Netflix's and is concerned about the debt Paramount would incur and how that could delay closing the deal.

There are other concerns, too, such as covenants in Paramount's offer that Warner believes would hinder its ability to operate before closing.

While Warner prefers Netflix, Ancora Holdings, which holds a modest number of shares, isn't a fan of the deal and is encouraging further talks with Paramount.

Department of Justice Looking Into Both Deals

Also, amid this bidding war, the Department of Justice isn't a fan of either deal.

The DOJ is investigating whether Netflix engaged in anticompetitive practices, but Netflix's lawyer, Steven Sunshine, disputes that.

“We have not been given any notice or seen any other sign that the DOJ is conducting a separate monopolization investigation,” Sunshine said last week, per The Journal.