{"text":[[{"start":17.03,"text":"Warner Bros Discovery’s board has urged its shareholders to reject Paramount’s $108bn hostile bid for the Hollywood studio, calling its attempt to gatecrash the deal “inferior” to the terms agreed with Netflix."}],[{"start":33.230000000000004,"text":"In a sharply worded letter to shareholders on Wednesday, the WBD board called the Paramount offer — its seventh bid since October — “illusory” because it is backstopped by an Ellison family trust rather than a personal guarantee by Larry Ellison, one of America’s richest people."}],[{"start":52.82000000000001,"text":"Paramount had “consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family”, the board wrote in the letter. “It does not, and never has.”"}],[{"start":65.96000000000001,"text":"Paramount said on Wednesday it remained committed to a combination with WBD. It said that the funding to complete the transaction was secure, adding that Paramount’s offer is fully supported with $41bn of new equity backstopped by the Ellison family and RedBird Capital in addition to $54bn of debt from Bank of America, Citigroup and Apollo."}],[{"start":91.35000000000001,"text":"Paramount offered $30 a share in cash for WBD. David Ellison, Paramount chief executive and Larry’s son, said the deal was supported by assets in the family trust. The trust is believed to hold Oracle shares worth about $250bn."}],[{"start":110.58000000000001,"text":"The Warner board said it was sceptical about the trust. “A revocable trust is no replacement for a secured commitment by a controlling stockholder,” WBD said in its letter. The offer from Paramount was not a binding merger agreement, it added."}],[{"start":127.17000000000002,"text":"“The offer provides an untenable degree of risk and potential downside for WBD shareholders,” the letter said."}],[{"start":136.16000000000003,"text":"The board said the Paramount offer was riskier than the $83bn Netflix deal, adding that the trust had undisclosed assets and liabilities, and that the offer contained loopholes and limitations."}],[{"start":150.71000000000004,"text":"The $9bn in synergies claimed by Paramount in its takeover would weaken, not strengthen, Hollywood, the letter said. Shareholders would also be on the hook for costs of up to $4.3bn if they rejected the Netflix deal, given a break fee and lost financing benefits from a proposed debt exchange."}],[{"start":174.25000000000003,"text":"The Ellison camp will have to decide whether to submit an improved bid. Its tender offer expires on January 8."}],[{"start":182.90000000000003,"text":"Netflix co-chief executive Ted Sarandos said the Warner board’s recommendation reinforced the assertion that its offer was superior and in shareholders’ best interests. He added that Netflix was “fully committed to releasing Warner Bros films in theatres, with a traditional window”."}],[{"start":203.38000000000002,"text":"Greg Peters, co-chief executive, said: “This transaction is fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth.”"}],[{"start":213.72000000000003,"text":"David Ellison countered on Wednesday that Paramount’s bid would secure swift regulatory approval because it would boost competition in the creative industries rather than entrench a dominant streaming monopoly."}],[{"start":228.22000000000003,"text":"“WBD seeks to justify racing to conclude an inferior deal with Netflix with a ‘kitchen sink’ litany of purported questions and concerns. Missing from the cloud of obfuscation is any explanation for why WBD and its advisers did not lift a finger to get any of those questions answered or concerns addressed,” said Paramount in its statement."}],[{"start":251.26000000000002,"text":"Netflix shares rose 1.1 per cent to $95.67 in mid-day trading on Wall Street, but are down more than 20 per cent in the past six months. Warner Bros shares fell 1.6 per cent to $28.44, while Paramount dropped 4.7 per cent to $13.20."}],[{"start":273.49,"text":"WBD accepted Netflix’s offer on December 5. Under the agreement, the streamer would acquire the Warner Bros film studio and library, the HBO Max streaming business and valuable franchises including Harry Potter and Batman. In a separate transaction, WBD would spin off its cable television networks, including CNN. "}],[{"start":297.97,"text":"Paramount is seeking to buy the cable TV networks as well as the studio assets."}],[{"start":303.22,"text":"“The board continues to unanimously recommend the Netflix merger, and that you reject the [Paramount] offer and not tender your shares,” WBD said. "}],[{"start":314.45000000000005,"text":"Paramount has argued that its bid is more likely to win regulatory approval, given the strong market share that a combination of Netflix and Warner Bros’ HBO Max would have in the US streaming market — an issue raised by President Donald Trump. "}],[{"start":332.58000000000004,"text":"Paramount has been viewed as closer to the administration than Netflix due to the Ellisons’ relationship with the president. David Ellison told CNBC last week that Paramount had an “obviously faster path to regulatory certainty”."}],[{"start":348.02000000000004,"text":"However, WBD said in its letter that there was not a “material difference in regulatory risk” between the two offers. “The board believes that each transaction is capable of obtaining the necessary US and foreign regulatory approvals and that any difference between the respective regulatory risk levels is not material.” "}],[{"start":369.70000000000005,"text":"WBD’s board also noted that Netflix had a very high break fee of $5.8bn, indicating confidence in winning approval."}],[{"start":390.18,"text":""}]],"url":"https://audio.ftcn.net.cn/album/a_1766017328_2965.mp3"}