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WBD Board Rejects Paramount Bid, but Paramount Renews Efforts

There aren't material differences in the regulatory risks between the offers from Paramount Skydance and Netflix to buy Warner Bros. Discovery, WBD's board said Wednesday as it urged shareholders to go with the Netflix offer. The board said either transaction "is capable of obtaining the necessary U.S. and foreign regulatory approvals." Netflix has agreed to a $5.8 billion regulatory termination cash fee, the board noted, while Paramount is offering a $5 billion fee. The Paramount offer "reflects inadequate value" and puts numerous risks and costs on WBD.

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Paramount said Wednesday it wasn't giving up on pursuing WBD even in light of the board's rejection. Paramount CEO David Ellison said his company's proposal "clearly offers WBD shareholders superior value and certainty, a clear path to close, and does not leave them with a heavily indebted sub-scale linear business." The WBD board is trying to conclude a Netflix deal by making an array of accusations, he said, and WBD continues to refuse to engage in any negotiations with Paramount or its advisers. Paramount has argued that a Netflix purchase of WBD faces greater regulatory approval challenges (see 2512100001).