Why Isn’t Paramount and the Ellisons Showing Warner Bros. Discovery Shareholders the Money? | Analysis

Paramount is saying all the right things as it addresses the concerns over its offer to buy Warner Bros. Discovery. But it’s still not budging on the one thing shareholders are now really looking for: a higher offer. 

Undeterred by Warner Bros.’ sound rejection of Paramount’s hostile bid, CEO David Ellison on Monday came back with a revised offer that includes a personal guarantee by father Larry Ellison, the billionaire co-founder of Oracle and second-richest man in the world. The new terms also include an agreement by Paramount to not revoke David’s trust, more flexible financial terms and a higher $5.8 billion break-up fee that matches Netflix’s offer. 

“We expect the board of directors of WBD to take the necessary steps to secure this value-enhancing transaction and preserve and strengthen an iconic Hollywood treasure for the future,” David Ellison said.  

Not so fast. 

While the adjustments address many of the concerns that the WBD board had with Paramount’s earlier offer, the game has changed significantly since those final round bids were submitted three weeks ago. WBD and Netflix are already moving forward with their deal (complete with a studio tour photo op). Paramount, meanwhile, finds itself in a “60 Minutes” controversy that again calls into question its ability to handle storied media assets.

But ultimately, shareholders will need a more convincing reason than altered financial terms if they’re going to tender their shares against the board’s recommendation. 

“The updated offer from Paramount doesn’t change the fact that WBD’s executives prefer Netflix,” said Ross Benes, an analyst for eMarketer. “The new offer does make Paramount’s case more compelling to the board and shareholders. But WBD executives will keep fighting to maintain the Netflix deal as long as they can. This battle will be prolonged.”

It will be a long road for Paramount in particular: less than 400,000 shares out of the 2.5 billion outstanding have been tendered to Paramount, which on Monday also extended its deadline to Jan. 21.

Warner Bros. responded later Monday and said it would carefully review and consider Paramount Skydance’s offer in accordance with the terms of Warner Bros. Discovery’s agreement with Netflix, but didn’t change its recommendation.

This sets up a protracted fight where the next logical step for Paramount is to raise its offer. For now, that’s something the company has indicated it won’t do. A company insider told TheWrap Editor-in-Chief Sharon Waxman that it is holding firm with its $30-a-share all-cash offer, believing it remains a superior offer because of the simplicity of the transaction. 

“The Netflix offer — you need 3D glasses to understand it,” Gerry Cardinale, founder of Redbird, an investor in Paramount and part of the bid for WBD, told CNBC on Monday. 

Cardinale was on CNBC to sell the revised deal and the prospect of an easier regulatory path. He denied it was because of the Ellison family’s relationship with President Trump and said it came down to the differing dynamics between the two combinations. 

“Our deal creates competition,” he said. “The Netflix deal kills competition.”

An ill-timed controversy

Paramount has tried to win over public sentiment for its deal by casting Netflix as a monopolist that would wreck an already weakened Hollywood. It’s a logical argument, with the theater owners calling Netflix’s acquisition of Warner Bros. an existential threat. But that argument is coupled with significant concern for Paramount and the Ellison family’s control over media.

Those fears were realized on Sunday, when CBS Editor-in-Chief Bari Weiss at the last minute pulled a “60 Minutes” segment on the Trump administration’s deportation of Venezuelan migrants to El Salvador’s Terrorism Confinement Center, or CECOT. While Weiss said the segment, which had already been promoted, “did not advance the ball,” correspondent Sharyn Alfonsi disputed the claim, calling the removal a “political one” in a leaked memo. 

The move came after Trump had last week bashed the Ellisons for perceived mistreatment by “60 Minutes,” calling into question their relationship with him. 

“For those people that think I am close with the new owners of CBS, please understand that ‘60 Minutes’ has treated me far worse since the so-called ‘takeover’ than they have ever treated me before,” Trump wrote on Truth Social. “If they are friends, I’d hate to see my enemies!”

Given the timing, it was natural for critics to draw the connection and accuse CBS of pulling its punches. 

“If this decision is not reversed, if CBS News will only run a piece if the White House comments, giving them veto power over journalism, any staff member with integrity will likely quit, because it isn’t a news division anymore,” veteran media reporter Bill Carter wrote on X, comparing CBS News to the Russian state-controlled outlet TASS.

The actions, naturally, have proponents of independent journalists worried about what kind of impact Paramount would have on CNN if it succeeds in its hostile bid.

“Against the backdrop of increased government pressure, reports that CBS News interfered with the editorial judgment of ‘60 Minutes’ are deeply alarming and strike at the heart of press freedom,” Democratic FCC Commissioner Anna Gomez said in a statement.

New York Magazine writer-at-large Rich Frank put it more bluntly: “Prediction: An owner who destroyed CBS’ most valuable franchise is unlikely to win WBD.”

Where’s the money?

The court of public opinion is one thing, however, and ultimately the right price will override any concerns. 

Shareholders are already agitating for some action. In the wake of Paramount’s new proposal, Mario Gabelli, the CEO of GAMCO Investors and a significant WBD shareholder, called for Netflix to “simplify [the] structure” of its bid by increasing its cash portion.

On Friday, Alex Fitch, a portfolio manager for WBD shareholder Harris Associates also said he would be open to a revised Paramount offer that contained a “superior financial consideration.”

“I don’t think the updated offer has a significant chance of winning and being supported and recognized as a superior acquisition proposal by the WBD board if the offer price remains at $30,” said Paul Nary, an M&A and strategy professor at the Wharton School of the University of Pennsylvania.

Paramount also disclosed on Monday that as of Friday, 397,252 shares have been tendered to the company. It extended its deadline for tendered shares to Jan. 21, giving shareholders more time to mull over the new terms. 

“It is likely we see Paramount up its offer if it can not convince more than 50% of shareholders with its current bid,” said Third Bridge analyst John Conca. “It will be interesting to see if Netflix were to take any measures in advance of that, or even potentially up its bid to stave off Paramount’s hostile bid.”

The post Why Isn’t Paramount and the Ellisons Showing Warner Bros. Discovery Shareholders the Money? | Analysis appeared first on TheWrap.