The streaming giant said countering Paramount's bid was 'no longer financially attractive'.
Netflix said Thursday that it was walking away from its agreement to acquire Warner Bros. Discovery, after WBD said it had determined that a last-minute bid by Paramount Skydance was a better deal.
In a stunning turn of events, Netflix said that countering Paramount's latest offer was "no longer financially attractive" and that it had decided to abandon its bid.
"The transaction we negotiated would have created shareholder value with a clear path to regulatory approval. However, we've always been disciplined, and at the price required to match Paramount Skydance's latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid," Netflix co-CEOs Ted Sarandos and Gary Peters said in a statement.
The announcement came shortly after Warner Bros. Discovery's board said it now considered the $31-per-share offer it received from Paramount earlier this week to be superior to the deal it reached with Netflix in December, and had informed Netflix that it has four days to counter with a new proposal or abandon the deal.
"If the board determines in good faith, after consultation with its independent financial and legal advisors, that, after considering any revisions to the terms of the Netflix merger agreement proposed by Netflix, the PSKY proposal continues to constitute a 'company superior proposal,' WBD would be entitled to terminate the Netflix merger agreement," Warner Bros. Discovery said in a statement.
The decision constitutes a stunning change in fortune for Paramount, which had launched a hostile offer following WBD's acceptance of the Netflix bid in early December.
"We are pleased WBD's board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing," Paramount CEO David Ellison said in a statement.
Warner Bros. Discovery shares fell 2% in after-hours trading Thursday, while Paramount shares up 5%. Netflix shares jumped 10% on the news.
After repeated attempts to get the WBD board to reconsider, Paramount finally managed to punch through on Monday when it raised its offer by $1 per share, from its previous bid of $30 a share.
Paramount has also offered to pay a $7 billion termination fee if the merger does not clear regulatory hurdles and a $2.8 billion breakup fee that WBD would be required to pay Netflix.
Paramount also offered to pay a 25-cents-a-share "ticking fee" for every quarter the deal doesn't close after Sept. 30 of this year.
The significantly sweetened bid from Paramount put considerable pressure on Warner Bros. Discovery to change course, and put the onus on Netflix to either raise its bid of $27.75 per share for Warner's studio and streaming businesses or drop out of the bidding.
Paramount had previously offered $108 billion to acquire all of Warner Bros. Discovery, including its declining television business, which includes cable channels like CNN, Discovery and Cartoon Network. Netflix's bid of $82.7 billion is just for its streaming and studio divisions, leaving Warner Bros.' television unit to be spun off into a separate company.
A key part of Paramount's pitch has been that that its offer is more likely to pass muster with regulators, because its CEO, David Ellison, and his father, Oracle co-founder Larry Ellison, enjoy a good relationship with President Donald Trump. Netflix had argued that Paramount is on no better footing with regulators and that claiming otherwise was an attempt to mislead shareholders.
The Trump administration has signaled that it intends to scrutinize the deal. Trump at one point said he had no plan to involve himself in the transaction, then over the weekend demanded that Netflix fire board member Susan Rice, a former Obama administration official, or else "pay the consequences."
Regulators in Europe will also have to sign off on any deal.
Many in Hollywood have also raised concerns regarding a sale to Netflix, pointing to the company's history of moving away from industry-accepted norms regarding theatrical releases and exclusivity agreements.
Sarandos has said Netflix intends to run Warner Bros. independently from the rest of the company and to maintain its studio's existing practices in regards to theatrical releases.
Netflix has argued that the amount of debt Paramount would need to finance the deal will result in broad layoffs in order to make it financially sustainable.
Comments