Netflix ditches deal for Warner Bros. Discovery after Paramount’s offer is deemed superior

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• WBD
• PSKY
• NFLX

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Paramount wins battle for Warner Bros. Discovery

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Netflix is walking away from a deal to buy Warner Bros. Discovery’s studio and streaming assets after the WBD board on Thursday deemed a revised bid by Paramount Skydance to be a superior offer.

Earlier this week, Paramount raised its bid to buy the entirety of WBD to $31 per share, up from $30 per share, all cash. It was the latest amendment to Paramount’s multiple offers in recent months — and since moving forward with a hostile bid to buy the company — and it’s now unseated a deal between WBD and Netflix to sell the legacy media company’s studio and streaming businesses for $27.75 per share.

Last week, Netflix granted WBD a seven-day waiver to reengage with Paramount, resulting in the higher bid. Paramount’s offer is for the entirety of WBD, including its pay-TV networks, such as CNN, TBS and TNT.

Netflix had four business days to make changes to its own proposal in light of Paramount’s superior bid, the WBD board said in a statement Thursday.

Instead, the decision by the streaming giant to walk away puts a pin in a drawn-out saga that saw amended offers from both bidders.

“Netflix is a great company and throughout this process Ted, Greg, Spence and everyone there have been extraordinary partners to us. We wish them well in the future,” WBD CEO David Zaslav said in a statement, referring to Netflix co-CEOs Ted Sarandos and Greg Peters and CFO Spencer Neumann. “Once our Board votes to adopt the Paramount merger agreement, it will create tremendous value for our shareholders. We are excited about the potential of a combined Paramount Skydance and Warner Bros. Discovery and can’t wait to get started working together telling the stories that move the world.”

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Paramount wins bidding war for Warner Bros. Discovery: Here’s what to know

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Netflix stock spiked 10% in extended trading Thursday, while Paramount stock gained 5%. Shares of Warner Bros. Discovery fell 2%.

“The transaction we negotiated would have created shareholder value with a clear path to regulatory approval,” Sarandos and Peters said in a statement. “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.”

The latest Paramount bid included a $7 billion breakup fee in the event the proposed merger doesn’t win regulatory approval. The company also agreed to pay the $2.8 billion breakup fee that WBD would owe Netflix if that deal didn’t go through.

Sarandos told CNBC’s Julia Boorstin in an interview last week that Netflix granted WBD the waiver to reopen Paramount talks in order to give shareholders clarity.

“Paramount had been making a ton of noise, flooding the zone with confusion for shareholders … including floating all these hypothetical offers and talking directly to the shareholders and bypassing the Warner Bros. Discovery board,” Sarandos said at the time. “So we’ve given the opportunity to get those shareholders exactly what they deserve, which is complete clarity and certainty.”

However, Sarandos had fallen short of commenting on whether Netflix would up its own offer to match a revised Paramount bid.

And Thursday, Sarandos attended meetings at the White House to discuss the potential tie-up.

“Warner Bros. is a world-class organization, and we want to thank David Zaslav, Gunnar Wiedenfels, Bruce Campbell, Brad Singer and the WBD Board for running a fair and rigorous process,” the Netflix co-CEOs said in their statement.

“We believe we would have been strong stewards of Warner Bros.’ iconic brands, and that our deal would have strengthened the entertainment industry and preserved and created more production jobs in the U.S.,” they said. “But this transaction was always a ‘nice to have’ at the right price, not a ‘must have’ at any price.”

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WBD CEO David Zaslav made an ‘incredible’ decision to split the company: LightShed’s Rich Greenfield

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Read more about the Paramount-Netflix battle for WBD

• WBD says Paramount raised its bid to $31 per share, board will weigh offer against Netflix deal
• Netflix grants WBD waiver to reopen deal talks with Paramount, Sarandos says ‘let them make a move’
• Paramount sweetens WBD bid, but stops short of raising its per-share value
• The regulatory path ahead for a Netflix and Warner Bros. deal could get dicey
• Paramount Skydance launches hostile bid for WBD ‘to finish what we started,’ CEO Ellison tells CNBC

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