Paramount Skydance Sends Letter to WBD Shareholders

Paramount Skydance is continuing its campaign for Warner Bros. Discovery, with a letter from David Ellison sent directly to shareholders asserting that the company believes “we are the best stewards not only to build long-term value for the assets but also delight audiences and help cultivate a more vibrant creative community.”

Ellison’s letter continued, “We funded, founded and then merged Skydance with Paramount and know the sacrifices and investment it takes to capitalize and grow a media business. I am passionate and dedicated to this pursuit, committed to putting my own money in, and that is why I am writing to you today.”

The letter goes on to outline why Paramount Skydance believes its offer is better than that provided by Netflix, among the reasons being that Netflix’s cash component is approximately $18 billion lower than Paramount’s in the aggregate. Paramount also believes that its offer will deliver a “shorter and more certain path to completion.”

The letter then emphasizes that Paramount has lined up all the necessary financing to deliver its $30-per-share all-cash offer to WBD shareholders, noting that “to suggest that we are not ‘good for the money’ (or might commit fraud to try to escape our obligations), as certain reports have speculated, is absurd. That absurdity is underscored by the fact that WBD and its advisors never picked up the phone or typed out a responsive text or email to raise any question or concern or to seek any clarification about either the trust or our equity commitment papers.”

The letter mentions the six offers made by Paramount to buy WBD over the last few months, which were rejected by WBD. The $30-per-share all-cash offer was given in under 24 hours from Paramount’s last call with WBD on December 3. Ellison’s letter notes that “on that final pivotal day when WBD’s fate hung in the balance, we received not a single call, text or email to clarify anything about Paramount’s $30-per-share all-cash offer. Instead, and while in possession of our superior and fully committed bid and documents that entire day, the WBD board and its advisors sprinted toward a deal with Netflix (even ignoring two separate texts from myself and Paramount’s advisors stating that we had never said ‘best and final’).”

Ellison concluded the letter with a call to action in bold and all caps for WBD shareholders: “We urge you to register your view with the WBD board that you deem Paramount’s offer to be superior by tendering your shares today.”