Netflix backed out of its deal to acquire Warner Bros. Discovery’s (WBD’s) streaming and movie studios businesses on Thursday night. After increasing its bid for all of WBD by $1 per share on Tuesday, Paramount Skydance is poised to become the new owner of WBD, including Game of Thrones, DC Comics, and other IP, as well as the HBO Max streaming service and cable channels CNN and TBS.
Netflix and WBD announced merger intentions on December 5. Netflix was going to pay an equity value of $72 billion, or an approximate total enterprise value of $82.7 billion, for part of WBD. At the time, NBC News reported that WBD’s total market value was $60 billion.
But Paramount has reportedly been eyeing WBD for years and followed December’s merger announcement with an aggressive hostile takeover bid. On Tuesday, in addition to raising its offer to buy all of WBD, Paramount also agreed to pay a $7 billion regulatory termination fee should a Paramount-WBD merger fail to close due to antitrust regulation, as well as $0.25 per share for every day that the deal doesn’t close, starting on September 30.
Paramount also said it would pay WBD’s $2.8 million termination fee for canceling its Netflix merger.
On Thursday, WBD’s board deemed Paramount’s revamped offer “superior,” giving Netflix four business days to match it. But that same day, Netflix, which had recently emphasized its willingness to walk away from mergers it deems overly expensive, said it would no longer pursue the acquisition.
A statement from Netflix co-CEOs Ted Sarandos and Greg Peters issued last night said:
The transaction we negotiated would have created shareholder value with a clear path to regulatory approval. 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 CEOs added that the WBD merger “was always a ‘nice to have’ at the right price, not a ‘must have’ at any price.”
Netflix and Paramount’s stock have continuously declined since Netflix announced its planned merger. Following yesterday’s announcement, Netflix shares rose by more than 10 percent in after-hours trading, and Paramount shares increased by 5 percent.
In a statement quoted by The Hollywood Reporter yesterday, WBD President and CEO David Zaslav said, “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.”
