Paramount Urges WBD Shareholders To Vote For Its Offer – Why Does It Deem Board’s Actions As ‘Unusual’?

• Paramount said that it will continue to advance its tender offer, maintain its solicitation in opposition to the inferior Netflix merger. 
• Paramount said that WBD’s proxy materials sent to its shareholders states the range of merger with Netflix will be a minimum of $21.23 to a maximum of $27.75, lower than Paramount’s offer of $30 per share. 
• WBD earlier in the day said that Netflix has granted it a limited seven-day waiver under its merger agreement, allowing discussions with Paramount through February 23.

Paramount Skydance (PSKY) on Tuesday urged Warner Bros. Discovery’s (WBD) shareholders to vote in favor of its offer by tendering their shares after Netflix (NFLX) allowed WBD to reopen talks with Paramount. 

Paramount said it acknowledges the announcement from Warner Bros. Discovery by acting with Netflix, to provide Paramount a 7-day "waiver" for negotiation for its offer.

Paramount said that WBD Board's actions are unusual, however it is prepared to engage in good faith and constructive discussions and will continue to advance its tender offer, maintain its solicitation in opposition to the inferior Netflix merger, and proceed with the intention to nominate a slate of directors at the upcoming WBD annual meeting.

WBD’s Criticism By Paramount

Paramount has criticized Warner Bros by saying that the company has chosen to avoid making the customary determination under the Netflix merger agreement that Paramount's superior $30 per share all-cash offer "could reasonably be expected to result in" a superior proposal, which would have given Paramount an unfettered right to negotiate without a time deadline. 

It said that WBD’s Board has elected to proceed with convening its special shareholder meeting on March 20 to seek approval of the Netflix merger and has commenced mailing its proxy materials, which state that the range of merger consideration offered to WBD shareholders will be a minimum of $21.23 to a maximum of $27.75, lower than Paramount’s offer of $30 per share. 

WBD’s Reopens Paramount Talks

Warner Bros. Discovery (WBD) earlier in the day said that it has opened a brief window to engage with Paramount Skydance (PSKY) even as it scheduled a March 20 shareholder vote on its proposed merger with Netflix, Inc. (NFLX).

It said that Netflix has granted it a limited seven-day waiver under its merger agreement, allowing discussions with Paramount through February 23.

How Did Stocktwits Users React?

Retail sentiment around PSKY trended in ‘bullish’ territory amid ‘high’ message volume. 

Shares in the company have fallen 4.5% over the past year. 

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