Paramount Skydance Cites Warner Bros' Lack of Communication as Catalyst for Hostile Bid

Paramount, Skydance Merger Negotiations Abandoned Due to Shareholder Dispute

Paramount Skydance says a lack of communication from Warner Bros Discovery pushed the company into launching its surprise $108.4 billion hostile bid, according to a new securities filing released Monday.

The filing lays out months of attempts by Paramount CEO David Ellison to connect with Warner Bros CEO David Zaslav—attempts that, in Paramount's view, were repeatedly ignored.

Ellison had been reaching out since September, when Paramount made its first offer for Warner Bros.

That proposal was rejected, as were two improved ones that followed. Still, Ellison kept trying, hoping to find a middle ground before the competition grew tougher.

Things briefly looked promising on December 3, when Zaslav finally called Ellison to share concerns from Warner Bros' board, Reuters reported.

According to the filing, the board worried about the lack of a full financial backstop from the Ellison family and the possibility of intense scrutiny from US regulators.

Later that day, Warner Bros' legal advisers repeated the same concerns to Paramount's team.

Paramount tried to address those issues quickly. On December 4, after a board meeting, Ellison texted Zaslav saying he believed the new proposal solved the board's concerns.

"Please give me a call back," Ellison wrote. After hearing nothing, he tried again later that afternoon, adding that partnering with Zaslav "would be the honor of a lifetime."

Paramount Slams Warner Bros Board

According to Billboard, Paramount also made clear its new $30-per-share offer—valuing Warner Bros at $108.4 billion—was not its best and final, signaling it was willing to raise the bid. But Zaslav never replied.

By late that night, news broke that Warner Bros had entered exclusive talks with Netflix to sell its studios and streaming arm, including HBO Max.

Two days later, Netflix and Warner Bros announced a deal. With that, Paramount took its offer straight to Warner Bros shareholders, turning the tug-of-war into a full-scale bidding battle.

Warner Bros responded Monday, saying its board had run "a completely fair and transparent process" and that the bids "speak for themselves."

Paramount disagrees. The company says the Warner Bros board "never engaged meaningfully," noting delays in signing important data-sharing agreements and public comments from Warner Bros leaders that seemed to favor Netflix.

Originally published on vcpost.com