Why WBD's CEO never responded to David Ellison's text during the bidding war

• Paramount Skydance's David Ellison texted Warner Bros. Discovery's CEO as the bidding war heated up.
• WBD just shared why its top executive never responded to Ellison's text.
• Although Paramount's offer for WBD was rejected, it can appeal to shareholders or raise its bid.

Paramount CEO David Ellison was left on read during a key part of the negotiations to buy Warner Bros. Discovery — and now we know why.

Ellison's text message to WBD CEO David Zaslav on December 4, which said that Paramount's offer was not its "best and final," went unanswered in the hours leading up to WBD's decision to accept Netflix's offer.

In a new SEC filing, WBD said Zaslav didn't respond to Ellison's text since it "did not present any actionable improved proposal for consideration and it would not have been appropriate to do so in the midst of the WBD Board's deliberations."

Here was the text (typos and all) that Ellison sent Zaslav, per a Paramount filing:

"Daivd, I appreciate you're underwater today so I wanted to send you a quick text. Please note when you next meet as a board we wanted to offer you a package that addressed all of the issues you discussed we [sic] me. Those were 1 we wanted to offer complete certainty 2 strong cash value 3 speed to close. Please note importantly we did not include "best and final" in our bid. Also please know despite the noise of the last 24 hours I have nothing but respect and admiration for you and the company. It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets. If we have the privilege to work together you will see that my father and I are the people you had dinner with. We are always loyal and honorable to our partners and hope we have the opportunity to prove that to you. Best, David".

A similar text was sent by an employee of Centerview Partners, an investment bank advising Paramount, to an employee at Evercore, a bank advising WBD in its deal, WBD said in its filing.

Paramount said in its filing that WBD didn't "engage in a 'real time' back-and-forth negotiation with Paramount or its advisors," mark up documents, or go through its proposal page-by-page. It also said that a Paramount representative called WBD's leadership to ask about the status of the bid.

"The member of Warner Bros. management responded that the Warner Bros. team had received Paramount's submission and would respond to Paramount in time. However, there was no further outreach whatsoever from Warner Bros. or its representatives," Paramount said in its filing.

On Wednesday, the WBD board reiterated its decision to spurn Paramount, advising shareholders to reject the hostile bid. The WBD board said in a letter to shareholders that Paramount's bid relies "on an unknown and opaque revocable trust" whose assets or liabilities are subject to change. Paramount has said its bid is fully backstopped by Larry Ellison, one of the richest people in the world and father to David Ellison.

Ellison's company can either hope WBD shareholders take their side or change its offer once again.