The Warner Bros. Discovery board of directors announced Tuesday that a revised bid from Paramount Skydance of $31 per share could “reasonably be expected” to lead to a “superior proposal” in its potential acquisition deal with Netflix.
Per a press release issued by the David Zaslav-led company, WBD’s board “has not made a determination” as to whether the revised proposal is “superior” to the merger agreement in place with Netflix, and WBD “will engage further” with Paramount to determine if a “company superior proposal” — a term defined within the language of its existing Netflix pact — can be reached. If the board finds such a deal has been received, Warner Bros. Discovery says Netflix will “have four business days after such determination to negotiate with WBD and to propose any revisions to the Netflix transaction.”
The bid will include an increased purchase price of $31 per WBD share, plus a daily ticking fee of 25 cents per quarter beginning after Sept. 30, as well as a $7 billion regulatory termination fee payable by Paramount Skydance if the deal does not close due to regulatory matters, and a payment of the $2.8 billion termination fee that Warner Bros. Discovery would be required to pay to Netflix to terminate their existing merger agreement.
Additionally, Paramount’s new proposal would include contribution of additional funding to “the extent needed to support the solvency certificate” required by Paramount Skydance’s lending banks, and a “company material adverse effect” definition that excludes the performance of WBD’s linear networks business.
More to come…
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