Paramount Skydance CEO David Ellison is reinforcing his company’s hostile takeover effort for Warner Bros. Discovery by unveiling new financial incentives aimed at persuading shareholders to support the offer.
According to the Washington Examiner, Paramount announced Tuesday that it is adding a “ticking fee” to its existing proposal. The provision would compensate Warner Bros. Discovery shareholders 25 cents per share if the deal is not finalized by the end of the year. Per the Washington Examiner, that fee would translate to approximately $650 million for every quarter after Dec. 31 until the transaction secures approval.
Ellison framed the revised proposal as a sign of the company’s determination to complete the acquisition. “The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment,” Ellison said in a statement. “We are making meaningful enhancements — backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”
The bid also carries significant backing from Ellison’s father, Oracle CEO Larry Ellison. Per the Washington Examiner, Larry Ellison has pledged $43.3 billion to cover the equity financing for Paramount’s revised offer and to address potential damage claims tied to the entertainment company. Paramount has described the personal guarantee as “irrevocable,” underscoring its effort to reassure investors about the financial stability of the proposal.
Paramount’s offer remains set at $30 per share, and Warner Bros. Discovery shareholders have until March 2 to tender their shares in support of the deal. According to Washington Examiner, this marks the third extension of the tender deadline. Despite the added assurances, the overall valuation of the bid has not changed, and Warner Bros. Discovery has consistently rejected the unsolicited approach.
The Warner Bros. Discovery Board of Directors said it will review the enhanced proposal alongside its existing agreement with Netflix. Once that evaluation is complete, the board will advise shareholders on whether to accept or decline the amended bid. “WBD stockholders are advised not to take any action at this time with respect to the amended Paramount Skydance tender offer,” the board said Tuesday.
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Read more: Paramount Extends Warner Bros Bid as Netflix Rivalry Heats Up
Netflix adjusted its competing offer last month, shifting to an all-cash proposal to better match Paramount’s structure. However, Paramount’s latest move signals it intends to remain aggressive in its pursuit.
Both transactions are undergoing scrutiny by the Department of Justice over potential antitrust concerns. According to Washington Examiner, federal regulators are examining the competitive implications of each proposal, with particular attention to whether a Netflix-Warner Bros. combination could raise monopoly issues.
Before news of the DOJ review emerged, President Donald Trump said he would leave the regulatory process to federal authorities, distancing himself from earlier comments he made in December when Netflix and Warner Bros. first announced their merger agreement, per Washington Examiner.
Paramount has indicated confidence in its regulatory prospects, stating it complied earlier this month with the DOJ’s “second request” for additional information. The company has also secured approval from foreign investment regulators in Germany, according to Washington Examiner, as it works to obtain clearances in jurisdictions outside the United States.
The proposed deals have also drawn attention on Capitol Hill. Lawmakers recently questioned executives about the transactions, with Sen. Mike Lee (R-UT) raising concerns about federal antitrust law. Other Republican senators focused on cultural issues, pressing witnesses about so-called “woke” entertainment content.
Netflix co-CEO Ted Sarandos and Warner Bros. Chief Revenue and Strategy Officer Bruce Campbell appeared at the hearing and defended their companies’ positions. Neither David Ellison nor other representatives from Paramount attended the session.
Source: Washington Examiner
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