David Ellison’s Paramount has sent a revised offer to acquire Warner Bros., one that keeps the price at $30 per share but resolves many of the problems WBD’s board had with the deal.
The big change: David Ellison’s father and Oracle founder Larry Ellison agreed to personally guarantee the $40.4 billion in equity financing tied to the deal, and he agreed not to revoke the Ellison family trust or adversely transfer trust assets while a deal is pending.
“Paramount has repeatedly demonstrated its commitment to acquiring WBD. Our all-cash offering of $30 per share occurred on December 4.thand continues to be, the superior option for maximizing value for WBD shareholders,” David Ellison said in a statement Monday. “Because of our commitment to investment and growth, our acquisition will be superior for all WBD stakeholders, as a catalyst for greater content production, greater film production and greater choice for consumers. We expect the WBD Board of Directors to take the necessary steps to secure this value-add transaction and preserve and strengthen an iconic Hollywood treasure for the future.
Paramount also increased its termination fee to $5.8 billion, matching Netflix, and extended the tender offer’s end date to January 21, 2026, giving WBD shareholders a few more weeks to make a decision.
Paramount will probably need more time to convince shareholders. Monday’s filing indicates that as of the close of business on Dec. 19, only 397,252 shares had been validly tendered and not withdrawn. WBD has more than 2.4 billion shares outstanding. That said, it is not uncommon for institutional shareholders to wait until the last minute to formally tender their shares, even if they have indicated they are considering doing so.
More to come.
