Dividends and Paramount again tells Warner Bros its offer trumps Netflix

Last year, one of the biggest mergers announced was Netflix $82.7 billion offer to buy Warner Bros Discovery. It turned out that there were other companies interested in Warner Bros and the newest company on the block Paramount Skydance had ambitions.

In an article by Aditya Soni, Harshita Mary Varchese and Dawn Chmielewski of Reuters, the Board of Directors originally announced that the Netflix offer was superior to Paramount Skydance. The executives at Paramount Skydance went back and came up with even more money. The deal is worth $108.4 billion and includes a personal guarantee by Larry Ellison for $40 billion. Mr. Ellison made his fortune through Oracle Corp and is the father of Paramount Skydance CEO David Ellison.

Paramount is offering $30 in cash, while Netflix is offering $27.75 shares of both cash and stock. Paramount offer expires January 22, but it could be extended.

In the world of selling a house, there is comparison between houses to come up with a competitive price. In the corporate environment, sales of similar companies are used as comparison. Recently Comcast spun off divisions similar to what Warner Bros holds. The new company is called Versant Media Group and includes digital assets and TV channels such as CNBC. The stock is down since the IPO. Paramount says if Netflix spins off a division similar to Versant, the cash portion of their offer falls from $23 a share to $20 a share.

While Paramount SkyDance offer uses debt, Netflix deal requires no equity financing and is backed by $59 billion in debt from banks such as Wells Fargo, BNP Paribas and HSBC Holdings.

Media is a regulated environment and whoever wins will face some or lot of regulatory feedback. Paramount SkyDance suggests it will have fewer regulatory concerns.

Linking to dividend paying stocks, all companies have a price to be taken over and some will never be, but offering more is extraordinarily helpful. What is more and what will shareholders do with the stock. Will they take the money and leave the sector? will they switch to other companies in the sector? how attached are they to the particular company? Answering these questions gives an indication of how shareholders will vote.

There are more questions than answers, till the next time – to raising questions.

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