Warner Bros fight heats up with $108 billion hostile bid from Paramount

By Harshita Mary Varghese, Aditya Soni and Dawn Chmielewski

Dec 8 (Reuters) - Paramount Skydance on Monday launched a hostile bid worth $108.4 billion for Warner Bros Discovery, in a last-ditch effort to outbid Netflix and create a media powerhouse that would challenge the dominance of the streaming giant.

Netflix had emerged victorious on Friday from a weeks-long bidding war with Paramount and Comcast, securing a $72 billion equity deal for Warner Bros Discovery's TV, film studios and streaming assets. But Paramount's latest attempt means the jockeying for Warner Bros and its prized HBO and DC Comics assets will not come to a conclusion swiftly. 

Paramount argued that its $30-per-share, all-cash offer for the entirety of Warner Bros Discovery is superior to Netflix's bid, providing shareholders $18 billion more in cash and an easier path to regulatory approval. It also argued that the combination of Paramount and Warner Bros would be in the best interest of the creative community, movie theaters and consumers, who would benefit from enhanced competition. 

"We believe our offer will create a stronger Hollywood," Paramount CEO David Ellison said in a statement. 

However, analysts noted that Paramount's offer comes with its own risks, including additional debt needed to make the transaction work.

A Paramount-Warner Bros combination would boost its dominant position in the studio business, giving it a greater market share than current leader Walt Disney Co, and add to fears of consolidation that have hit the industry hard in recent years. 

KUSHNER, SAUDIS PART OF PARAMOUNT OFFER

Warner Bros Discovery and Netflix did not immediately respond to requests for comments on Paramount's deal.

In a regulatory filing, Paramount said that the Ellison family, which owns Paramount, along with private equity firm RedBird, had agreed to backstop $40.7 billion in equity capital. The offer also includes financing from Affinity Partners, run by President Trump's son-in-law Jared Kushner; other financing comes from the Saudi and Qatari sovereign wealth funds and L'imad Holding Co, owned by the government of Abu Dhabi.

Netflix's offer comes with a $5.8 billion break-up fee and was likely to face strong antitrust scrutiny; U.S. President Donald Trump raised questions about the offer over the weekend. The bid has already drawn sharp criticism from bipartisan lawmakers and Hollywood unions over concerns that it could lead to job cuts as well as higher prices for consumers.

Shares of Paramount were up 6.8% on Monday. Warner Bros Discovery rose 5.5%, while Netflix shares fell 4%.

TWISTS AND TURNS

Reuters had already reported, citing sources familiar, that Paramount had raised its offer to $30 per share on Thursday for the entire company, but that the Warner Bros board had concerns about the financing. 

Paramount maintained that it would be a champion of Hollywood and its talent, would remain committed to releasing movies in theaters, and that its path to regulatory approval would be faster than Netflix's.

"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," said Ellison.

In its appeal to shareholders, Paramount said it submitted six proposals over the course of 12 weeks, but Warner Bros "never engaged meaningfully" with these proposals. The $30 cash offer represents a 139% premium over the company's undisturbed stock price, and bests Netflix's $27.75 offer that mixes cash and stock.

"The Warner Bros Discovery acquisition is far from over. Netflix is in the driver's seat but there will be twists and turns before the finish line. Paramount will appeal to shareholders, regulators, and politicians to try to stymie Netflix. The battle could become prolonged," said eMarketer senior analyst Ross Benes.

Paramount has argued the combination of its Paramount+ streaming service with Warner Bros' HBO Max would position it for growth, and create a meaningful competitor to Netflix, Amazon Prime Video or Walt Disney's Disney+ - offering consumers more choice. 

Warner Bros' television networks, which include CNN and TNT, would be in a stronger position, when united with Paramount's television portfolio, the studio argued. 

It had sent a letter to Warner Bros, questioning the sale process and alleging the company has abandoned a fair bidding process and predetermined Netflix as the winner. 

That followed reports that Warner Bros' management called the Netflix deal a "slam dunk" while speaking negatively about Paramount's offer. 

'BIAS AGAINST US'

In an interview with CNBC on Monday, Paramount CEO David Ellison said there is an "inherent bias" against his company in the bidding.

Some analysts and industry experts see Paramount as the best candidate for acquiring Warner Bros, given Ellison's deep pockets - backed by his father, Oracle co-founder and the world's second-richest person, Larry Ellison, who has close ties with the Trump administration.

Bloomberg News has reported Trump met Netflix co-CEO Ted Sarandos in mid-November, telling the executive Warner Bros should sell to the highest bidder. In his CNBC interview Monday, Ellison said he had "great conversations" with Trump, but did not characterize the discussions.

"While it is perhaps a sad commentary on the U.S. that Paramount thinks its closeness to the occupant of the Oval Office will help it seal the deal, it is merely doing what it can to steal a march on its rival," said Chris Beauchamp, chief market analyst at UK-based IG Group.

The combined company will have substantial overlap and its combined streaming revenue would decline unless Netflix doubles its prices or runs separate platforms, neither of which the brokerage expects, Morningstar analysts have said. 

Looking to allay antitrust fears, Sarandos had said the deal would drive value for consumers, shareholders and talent, saying Netflix is "highly confident" in the regulatory process. 

(Reporting by Harshita Mary Varghese and Aditya Soni in Bengaluru; Editing by Arun Koyyur and Nick Zieminski)