"Warner Bros. said terms proposed by Paramount give Paramount the right to terminate or amend the deal, whereas "the Netflix Merger Agreement is binding on Netflix, provides WBD stockholders the opportunity to vote on a specific and binding transaction, and cannot be amended without WBD's consent." Warner Bros. also said Paramount's proposed terms restrict Warner Bros.' ability to manage its business while the transaction is pending."
"Warner Bros. has also repeatedly pointed to Netflix's superior finances as a reason for preferring its offer. The Warner Bros. board previously called the Paramount bid "illusory" because it requires an "extraordinary amount of debt financing, and described Paramount as "a $14B market cap company with a 'junk' credit rating, negative free cash flows, significant fixed financial obligations, and a high degree of dependency on its linear business.""
Paramount offered $31 per WBD share to acquire the entire Warner Bros. Discovery company, while Netflix's proposal covers only the streaming and movie studio divisions. Warner Bros. reported that a senior representative orally indicated PSKY would pay $31 but that $31 was not its best and final offer, and asked Paramount to increase its bid. Netflix granted a waiver to allow Warner Bros. to engage with PSKY through February 23 to clarify Paramount's proposal. Warner Bros. requested Paramount accept Netflix's more binding deal terms and cited Netflix's stronger finances and Paramount's significant debt risks as reasons to prefer Netflix. The Netflix/Warner Bros. deal faces scrutiny over potential effects on streaming consumers.
Read at Ars Technica
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