The board of Warner Bros. Discovery officially rejected David Ellison’s $30 per share hostile bid for the company, telling shareholders that it remains “inferior” to the Netflix deal, and carries “numerous significant risks and costs on WBD.”
With the rejection official, Paramount will need to persuade WBD shareholders to tender their shares at that price, or to submit a higher bid than its $108 billion offer that would shift the outcome of the dealmaking.
“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders,” said Samuel A. Di Piazza, Jr., chair of the Warner Bros. Discovery board of directors, in a statement. “This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination.”

“Doing a deal is great, closing a deal is better,” Di Piazza said on CNBC Wednesday morning after the WBD decision was released.
The move had been expected, as the offer was effectively the same one that Paramount had submitted to WBD on Dec. 4, before it accepted Netflix’s offer. WBD had concerns around the foreign financing for the deal, as well as whether Oracle founder Ellison would fully backstop the deal, and Wednesday’s filing underscored those concerns.
WBD said that the backstop from Larry Ellison’s revocable trust is not sufficient, because the assets and liabilities aren’t disclosed, and because the assets within the trust can be moved or changed. The WBD board, in its filing, also suggested that the Middle East sovereign funds would carry risks, with Saudi Arabia’s Public Investment Fund contributing $10 billion, Abu Dhabi contributing $7 billion, and Qatar Investment Authority contributing $7 billion.
“He guaranteed it through an irrevocable trust at the last minute, and frankly, that wasn’t as good as an investment grade company that purported strong value, great response to our concerns of what it took to operate,” Di Piazza said on CNBC. “I have enormous respect, as does the board, for the Ellison family and for the Paramount company, they just didn’t measure up on these bids.”
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