Warner Bros. recommends shareholders reject Paramount's updated offer

ISTANBUL

Warner Bros Discovery's board of directors told shareholders to reject Paramount's tender offer because it does not meet the criteria of a “Superior Proposal” under the terms of the merger agreement with Netflix.

The board made a similar announcement for Paramount's offer in December, but Paramount updated its proposal Dec. 22.

Netflix also announced in December that it had reached an agreement with Warner Bros. to acquire its film and television studios, including HBO Max and HBO, for an equity valuation of $72 billion and a total enterprise valuation of $82.7 billion.

The board on Wednesday unanimously reiterated its recommendation in support of the Netflix combination.

“The Board unanimously determined that Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas.

“Paramount’s 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," it said.

The binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs that Paramount’s offer would impose on shareholders, it added