NEW YORK (AP) 鈥� Warner Bros. again rejected a and told shareholders Wednesday to stick with a rival offer from Netflix.
Warner鈥檚 leadership has repeatedly rebuffed Skydance-owned Paramount鈥檚 overtures 鈥� and just weeks ago to back the sale of its . Paramount, meanwhile, has made efforts to sweeten its for the entire company.
Warner Bros. Discovery said Wednesday that its board determined Paramount鈥檚 offer is not in the best interests of the company or its shareholders. It again recommended shareholders support the Netflix deal.
鈥淧aramount鈥檚 offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed,” Warner Bros. Discovery Chair Samuel Di Piazza Jr. said in a statement. In contrast, he added, the company’s agreement with Netflix 鈥渨ill offer superior value at greater levels of certainty.鈥�
Paramount did not immediately respond to a request for comment. The company’s hostile bid is still on the table. Warner shareholders currently have until Jan. 21 to 鈥渢ender鈥� their shares.
Late last month, Paramount announced an from Oracle founder Larry Ellison 鈥� who is the father of Paramount CEO David Ellison 鈥� to back $40.4 billion in equity financing for the company鈥檚 offer. Paramount also increased its promised payout to shareholders to $5.8 billion if the deal is blocked by regulators, matching Netflix’s breakup fee.
In its Wednesday letter to shareholders, Warner expressed concerns about a potential deal with Paramount. Warner said it essentially considers the offer a leveraged buyout, which includes a lot of debt, and also pointed to operating restrictions that it said were imposed by Paramount’s offer and could 鈥渉amper WBD鈥檚 ability to perform鈥� throughout a transaction.
The battle for Warner and the value of each offer grows complicated because Netflix and Paramount want different things. Netflix鈥檚 proposed acquisition includes only Warner鈥檚 studio and streaming business, including its legacy TV and movie production arms and platforms like HBO Max. But Paramount wants the entire company 鈥� which, beyond studio and streaming, includes and Discovery.
If Netflix is successful, Warner鈥檚 news and cable operations would be spun off into their own company, under a .
A merger with either company could take over a year to close 鈥� and will along the way. Due to its size and potential impact, it will almost certainly trigger a review by the U.S. Justice Department, which could sue to block the transaction or request changes. Other countries and regulators overseas may also challenge the merger. And politics are expected to come into play under President , who has made unprecedented suggestions about on whether a deal will go through.
Trade groups across the entertainment industry have continued to sound the alarm about both deals.
In a statement addressed to a Congressional antitrust subcommittee on Wednesday, 鈥� which represents more than 60,000 movie screens worldwide 鈥� reiterated it was 鈥渄eeply concerned鈥� that Netflix’s acquisition could harm both moviegoers and people who work in theaters, pointing to the streaming giant’s past reliance on its online platform. The group said its concerns were 鈥渘o less serious鈥� for Paramount’s bid 鈥� warning of consequences of further consolidation overall, which it said could result in job losses and less diversity in filmmaking.
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