Warner Bros. holder Ancora calls Paramount deal a win-win

Warner Bros. holder Ancora calls Paramount deal a win-win

Warner Bros. Shareholder Ancora Holdings Advocates for Paramount Bid Amid Bidding War

Activist investor Ancora Holdings, which holds a $200 million stake in Warner Bros Discovery (WBD), has intensified pressure on the media giant to reconsider Paramount's revised $31-per-share offer, arguing it represents a "win-win" for shareholders compared to the company's existing deal with Netflix. The bid, valued at $108.4 billion including debt, includes enhanced terms such as a $7 billion termination fee and a 25-cent-per-share "ticking fee" for delays in closing, addressing concerns over financing certainty.

Warner Bros, led by CEO David Zaslav, maintains that its board still recommends the Netflix agreement—valued at $82.7 billion, or $27.75 per share—which includes a spin-off of cable assets like CNN and HGTV into Discovery Global. The board estimates the spin-off could generate between $1.33 and $6.86 per share, offering shareholders potential long-term value. However, Ancora and Paramount dispute the spin-off's viability, calling it "effectively worthless" and exposing shareholders to regulatory and financial uncertainty.

Paramount's revised offer, backed by Oracle co-founder Larry Ellison, has secured regulatory clearance in Germany and is in discussions with U.S., EU, and UK antitrust authorities. The company argues its bid creates a combined studio larger than Disney and avoids the complexities of the Netflix deal, which faces scrutiny over antitrust concerns and potential job cuts in Hollywood. Netflix, meanwhile, has emphasized its financial strength to match Paramount's offer and highlighted its own regulatory arguments, including claims that the deal would enhance competition against YouTube.

Warner Bros shareholders are scheduled to vote on the Netflix deal on March 20, though regulatory approvals could delay finalization. Ancora has warned it will vote against the Netflix agreement if Warner Bros refuses to re-engage with Paramount, escalating the stakes in the high-profile contest for Hollywood's iconic studio.

The outcome will hinge on whether shareholders prioritize Paramount's higher upfront offer or Netflix's spin-off strategy, amid unresolved debates over valuation, regulatory risk, and long-term strategic value.