Warner Bros. Water Tower duplicated with a Netflix logo
Paramount's CEO, David Ellison, has been fighting tooth and nail to ensure he makes his position known in the battle for Warner Bros. Discovery. Unfortunately for Ellison, streaming giant Netflix managed to secure a deal with WBD last Friday, equating to $82.
7 billion, but it hasn't stopped Paramount from keeping itself in the race. New details being shared from a Paramount SEC filing have revealed just how much Ellison hoped to win WBD in the lead-up to Netflix's industry-breaking deal in acquiring the media giant. Ellison reportedly tried to secure a deal with the CEO of Warner Bros. Discovery, David Zaslav, and courted him in order to secure his deal. Ellison hosted Zaslav at a dinner with Ellison's father, Larry. He also went to Zaslav's home in Beverly Hills, and had multiple video conferences to"discuss Paramount’s interest in a combination with Warner Bros." Ellison and his team organized a new deal during Thanksgiving to buy all of WBD at the equity value of $77.9 billion, which works out at $30 per share. The Paramount CEO didn't stop there and also offered Zaslav a co-CEO and co-chairman role in a hopeful combined Paramount-Warner Bros. Discovery. WBD's board rejected each of Ellison's proposals and, after rejecting Paramount, announced its deal with Netflix. "The final proposal stated Paramount was ready to immediately sign the transaction, accompanied by fully executable agreements with fully committed debt financing and fully committed equity financing from the Ellison family. Despite these facts, the Warner Bros. Board and its advisors chose on that pivotal December 4th to make no effort to even speak with Paramount or its representatives about anything. Instead, the Warner Bros. Board, in possession of a $30 per share cash offer with a clearer and faster path to regulatory approval, committed Warner Bros. and its stockholders to an obviously financially inferior transaction with extraordinary regulatory risk and a longer timeline to a possible closing." Ellison made it clear he felt the board didn't treat him fairly during the negotiations, and on Monday , announced his plans for a hostile takeover bid for WBD. Ellison told investors during a phone call,"We’re taking our offer directly to shareholders because they deserve transparency and the ability to make an informed decision." He continued and stated, "Our proposal is superior to Netflix’s in every dimension, higher headline value, increased certainty in that value, greater regulatory certainty and a pro-Hollywood, pro-consumer and pro competition future. We’re confident that once shareholders have the opportunity to choose for themselves, they’ll choose Paramount." Ellison's courting of Zaslav has been ongoing and on December 4, sent a text to Zaslav which read:"Just tried calling you about new bid we have submitted. I heard you on all your concerns and believe we have addressed them in our new proposal. Please give me a call back when you can to discuss in detail." According to the Paramount filing, Ellison didn't hear a response and sent another text, which stated: "Daivd , I appreciate you’re underwater today so I wanted to send you a quick text. Please note when you next meet as a board we wanted to offer you a package that addressed all of the issues you discussed we me. Those were 1 we wanted to offer complete certainty 2 strong cash value 3 speed to close. Please note importantly we did not include ‘best and final’ in our bid. Also please know despite the noise of the last 24 hours I have nothing but respect and admiration for you and the company. It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets. If we have the privilege to work together you will see that my father and I are the people you had dinner with. We are always loyal and honorable to our partners and hope we have the opportunity to prove that to you. Best, David." According to Paramount, WBD, and Zaslav himself never responded to Ellison, and this was just before the announcement of Netflix's deal to acquire Warner Bros. Discovery. However, before the Skydance/Paramount deal, Zaslav was interested in a WBD and Paramount merger, but with Paramount's former CEO Bob Bakish in 2023, according to Variety. WBD has issued an announcement following Paramount's hostile takeover bid that it will decide within 10 business days before announcing its next move.
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