派拉蒙发起对华纳兄弟的敌意收购要约。
Paramount launches hostile bid for Warner Bros

原始链接: https://www.cnbc.com/2025/12/08/paramount-skydance-hostile-bid-wbd-netflix.html

派拉蒙影业与天行者公司发起了一项价值1084亿美元、全现金的敌意收购要约,每股30美元,目标是华纳兄弟探索公司(WBD)。在与网飞公司争夺WBD的影业和流媒体资产的竞标战中失利后,派拉蒙直接向股东发出诉求。这项获得大量融资支持的要约比网飞目前的交易高出176亿美元。 派拉蒙首席执行官大卫·埃里森认为,保持WBD的完整性最符合股东的利益,他将该公司的传统有线资产估值每股1美元(WBD估计为3美元)。他认为,派拉蒙-WBD合并将打造一个更强大的竞争对手,以对抗网飞和亚马逊,并且由于其规模和潜在的政治支持,将面临更快的监管审批。 埃里森批评网飞的交易具有反竞争性,并表示派拉蒙已准备好提高其报价。网飞的交易包括如果被阻止将支付58亿美元的违约金,而WBD为终止以进行另一次合并将支付28亿美元。市场反应是派拉蒙和WBD的股价上涨,而网飞的股价下跌。

## 派拉蒙敌意收购华纳兄弟 - 摘要 派拉蒙全球已向华纳兄弟探索(WBD)发起敌意收购要约,与此前曾提出收购WBD影业和HBO Max的Netflix竞争。派拉蒙的报价为全现金交易,WBD估值30美元/股,而Netflix的报价为27.75美元/股,不包括WBD的体育和新闻资产。 讨论的中心是潜在的监管障碍,一些人认为派拉蒙相信自己在获得批准方面具有优势。一个关键点是,如果交易失败,WBD可能需要向Netflix支付约26亿美元的违约金,即使派拉蒙未能成功收购。 评论员们对内容最终落入派拉蒙+还是Netflix表达了不同的偏好,一些人报告了派拉蒙+流媒体服务的问题,可能由于广告/跟踪拦截导致。人们对竞标的政治影响表示担忧,考虑到各公司关键人物的捐助者。 许多用户希望竞标彻底失败,认为这将迫使竞争侧重于用户体验,而不是内容孤立。另一些人则简单地“反对”特定的公司,例如Netflix的囤积式发布模式或拉里·埃里森的参与。
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原文

Paramount Skydance is launching a hostile bid to buy Warner Bros. Discovery after it lost out to Netflix in a months-long bidding war for the legacy assets, the company said Monday.

Paramount will go straight to WBD shareholders with an all-cash, $30-per-share offer. That's the same bid WBD rejected last week and equates to an enterprise value of $108.4 billion. The offer is backstopped with equity financing from the Ellison family and the private-equity firm RedBird Capital as well as $54 billion in debt commitments from Bank of America, Citi and Apollo Global Management, Paramount said in a news release.

Shares of Paramount were 4% higher in early trading Monday. Shares of Warner Bros. Discovery were up about 6%. Shares of Netflix fell 3%.

"We're really here to finish what we started," Paramount Skydance CEO David Ellison told CNBC's "Squawk on the Street" Monday. "We put the company in play."

Paramount Skydance began its hunt for Warner Bros. Discovery in September, submitting three bids before WBD launched a formal sale process that ultimately brought in other suitors.

On Friday, Netflix announced a deal to acquire WBD's studio and streaming assets for a combination of cash and stock, valued at $27.75 per WBD share, or $72 billion. Paramount had been bidding for the entirety of Warner Bros. Discovery, including those assets and the company's TV networks like CNN and TNT Sports.

"We're sitting on Wall Street, where cash is still king. We are offering shareholders $17.6 billion more cash than the deal they currently have signed up with Netflix, and we believe when they see what it is currently in our offer that that's what they'll vote for," Ellison said.

Ellison said Monday he places a value of $1 per share on the linear cable assets, which are set to trade as a separate public entity called Discovery Global in mid-2026. WBD executives have privately valued the assets closer to $3 per share.

Paramount has repeatedly argued to the WBD board of directors that keeping Warner Bros. Discovery whole is in the best interest of its shareholders.

Paramount made a bid on Dec. 1 and heard back from WBD that it needed to make certain alterations to the offer, Ellison said Monday. When Paramount made the changes and upped its bid to $30 per share, Ellison never heard back from WBD CEO David Zaslav, he said.

Ellison said he told Zaslav via text message that $30 per share wasn't the company's best and final offer, suggesting the company is willing to bid higher still.

Ellison argued Paramount's deal will have a shorter regulatory approval process given the company's smaller size and friendly relationship with the Trump administration. He called Trump a believer "in competition" and said Paramount's combination with WBD will be "a real competitor to Netflix, a real competitor to Amazon."

Ellison also threw cold water on Netflix's chances of regulatory approval.

"Allowing the No. 1 streaming service to combine with the No. 3 streaming service is anticompetitive," Ellison said.

CNBC reported Friday that the Trump administration was viewing the deal with "heavy skepticism," and President Donald Trump said Sunday the market share considerations could pose a "problem."

Netflix agreed to pay Warner Bros. Discovery $5.8 billion if the deal is not approved, according to a Securities and Exchange Commission filing Friday. Warner Bros. Discovery said it would pay a $2.8 billion breakup fee if it decides to call off the deal to pursue a different merger.

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