Paramount WBD tender offer: Arguments for and against

Hours before Warner Bros. Discovery agreed to sell its studio and streaming assets to Netflix, Ted Sarandos, the co-CEO of Netflix, called WBD CEO David Zaslav to inform him Netflix wouldn’t be bidding any higher.

WBD shareholders now have a chance to call Sarandos’ bluff.

WBD shareholders have until Jan. 21 to tender their shares to Paramount for $30 in cash, though that deadline may be artificial. Paramount can extend it all the way to WBD’s annual meeting, which hasn’t been set yet but this year took place June 2.

If Paramount acquires 51% of outstanding WBD shares, it would control the company, even though the WBD board already agreed to sell the company’s studio and streaming assets to Netflix. Both Netflix and Paramount can use the coming days and weeks to speak with WBD shareholders to gauge whether they’d like to take Paramount’s offer or stick with the board’s recommendation to sell to Netflix.

To tender or not to tender, that is the question. There are sound arguments for both sides. The decision also presents a game theory element for shareholders who may simply want a bidding war rather than caring about the right buyer.

Paramount Skydance CEO David Ellison told CNBC earlier this month he values Discovery Global at $1 per share, given his prediction on the likely multiple (two times earnings before interest, taxes, depreciation and amortization) at which it will trade based on current valuations for similar linear cable networks. If WBD doesn’t agree to sell the entire company to Paramount, it plans to split Discovery Global out as its own publicly traded entity in mid-2026.

Paramount’s argument is that $30 per share is already greater than Netflix’s $27.75-per-share offer plus $1 per share for Discovery Global.

Paramount’s bid is also all cash, while Netflix’s bid includes 16% equity with a so-called collar, which means shareholders won’t know exactly how much Netflix stock they’ll actually…