More details on why the WarnerDiscovery board's fiduciary duty pushes them to do this (could absolutely be new news manipulation from the Ellisons as well):
"PSKY–WBD rustlings: Is the Warner Bros. Discovery board getting ready to abandon Netflix for Paramount Skydance? Or at least contemplating how the revised PSKY bid—which includes almost everything WBD has asked for—could lead to an objectively “superior” offer above $30 a share? After all, the board must clear that legal threshold before resuming its conversations with the Ellisons without triggering an allegation of tortious interference.
Wall Street is buzzing about the possibility for two reasons. First, it seems credible that WBD shareholders may be coming around to the view that PSKY’s revised bid is indeed superior. Second, Netflix appears headed for regulatory rough waters: Rumors have circulated around town that the Justice Department has opened what is known as a Section 2 investigation into Netflix, questioning its monopoly power, separate from its efforts to acquire WBD. (The D.O.J. did not respond to a request for comment over the weekend.)
Netflix has said it is unaware of any investigation beyond the standard merger review process. But this would be very different, if true. One Wall Street leader close to the deal told me yesterday, “Just so it’s clear, the Netflix deal is not happening.” Hmm.
All WBD will say at the moment is that its board, “consistent with its fiduciary duties and in consultation with its independent financial and legal advisers, will carefully review and consider” PSKY’s latest bid “in accordance with the terms of” WBD’s merger agreement with Netflix. As for a potential increase in PSKY’s $30-a-share bid? I suspect that will come, too, if and when the two parties resume negotiations. I’ve got a hunch this isn’t over."
NYT says Skydance's deadline for WarnerDiscovery to respond is February 25th:
"Warner Bros. Discovery board members are now discussing whether Paramount’s bid could lead to a superior offer, the people said. (A stipulation in the contract with Netflix allows Warner Bros. Discovery to pursue such offers.)
If Warner Bros. Discovery decides to reopen talks with Paramount, it would have to notify Netflix, according to the terms of their deal. Netflix would then have a chance to improve its own offer. Warner Bros. Discovery has until Feb. 25 to respond to Paramount’s latest proposal."
Warner Bros. Discovery had agreed to sell itself to Netflix, but its contract allows it to pursue offers that may lead to a superior deal.
www.nytimes.com
Variety says WarnerDiscovery board's looking for Ellisons to lock in a best-and-final proposal:
"A source close to the situation said the WBD board is likely focused on pushing Paramount Skydance to declare that it has reached the best and final offer stage. That would allow shareholders to make a considered choice, and it would allow WBD to push Netflix to match Paramount Skydance terms if they are deemed better than the existing agreement."
The Warner Bros. Discovery board is leaning toward re-engaging with Paramount Skydance on the revised terms of Paramount's offer to buy the company.
variety.com
Deadline says their decision will be Tuesday as the earliest:
"Warner Bros. Discovery could reveal as early as Tuesday that it will engage with Paramount following the Ellison family’s latest offer, which included some significant concessions, Deadline has learned."
Warner Bros. Discovery is considering engaging with Paramount after the Ellison family's sweetened offer as the M&A drama heats up. WBD has a deal with Netflix
deadline.com
Further details on Zaslav's possible thoughts and Trump admin's fingerprints on the Netflix bid:
"According to one GOP operative with knowledge of the Trump administration position of the Netflix deal: “So far it’s going nowhere with the executive branch.”
The tenor or the regulatory pushback against the Netflix offer — just weeks before WBD shareholders are expected to vote on it — has rattled people inside WBD. Its deal savvy CEO David Zaslav launched the months-long bidding process before settling on Netflix and getting a tremendous boost in WBD’s stock. But in recent days amid the regulatory heat, he’s been looking at a plan-B.
He is said to holding out hope for Paramount – backed by the CEO David Ellison, his mega billionaire father and Oracle co founder Larry Ellison and Redbird Capital – to add a couple more dollars to their $30 a share offer, bringing to total package to above $85 billion and well surpassing anything that Netflix could offer beyond its $27.75 a share, all-cash bid that relies on the uncertain value of selling WBD’s cable properties.
Netflix will have a chance to match any Paramount bid if the deal is reopened by the board this week.
People inside the Ellison camp say as of Sunday night they have received no word from WBD on reopening the process. There is some feeling that WBD is leaking news it might just to protect itself from potential litigation — Paramount has already sued the company stating that it’s ignoring its superior offer because of a friendship between Zaslav and Sarandos.
But such a ploy to merely check the boxes is running into the reality of the regulatory mountain Netflix faces. Any review by DOJ antitrust would take six months and maybe longer now that the agency’s chief Gail Slater resigned amid pressure inside the White House.
If the DOJ rejects the deal and Netflix litigates to get its approval that could take another year of uncertainty."
Warner Bros Discovery might have to take David Ellison’s barely sweetened offer for the media giant, after all, The Post has learned.
nypost.com
www.reuters.com
