Warner Bros. Discovery tells shareholders to reject Paramount offer, recommends Netflix merger
December 17, 2025 • 3m 59s
Becky Quick (Co-anchor)
00:00.150
faber
joins
us
right
now
from
the
new
york
stock
exchange
he
has
that
news
good
morning
david
David Faber (Financial Journalist)
00:04.830
good
morning
becky
we've
been
waiting
for
the
response
so
to
speak
from
warner
brothers
discovery
to
that
tender
offer
we
got
more
than
a
week
ago
from
paramount
to
acquire
warner
brothers
for
thirty
dollars
a
share
in
cash
and
we've
gotten
it
this
morning
it's
a
fourteen
D
nine
David Faber (Financial Journalist)
00:17.710
filing
it
is
as
you
might
imagine
voluminous
that
said
the
key
points
are
ones
we've
been
making
and
of
course
the
lead
is
no
thank
you
paramount
rejecting
paramount
's
latest
bid
if
you
will
at
thirty
bucks
a
share
all
cash
for
a
variety
of
reasons
many
of
which
we've
been
David Faber (Financial Journalist)
00:37.750
discussing
over
the
last
few
days
and
over
the
last
week
or
so
as
well
but
let
me
get
to
specifics
because
there
are
a
number
of
them
here
and
they
do
focus
certainly
at
least
starting
with
what
they
believe
is
being
consistently
misled
by
that
is
paramount
consistently
David Faber (Financial Journalist)
00:57.240
misleading
warner
brothers
shareholders
that
has
proposed
transaction
has
what
they
call
a
full
backstop
from
the
ellison
family
the
warner
brothers
board
of
directors
says
it
does
not
and
never
has
there
is
no
ellison
family
commitment
of
any
kind
instead
they
propose
that
you
David Faber (Financial Journalist)
01:13.790
rely
on
an
unknown
and
opaque
revocable
trust
for
the
certainty
of
this
crucial
deal
funding
and
they
say
despite
having
been
told
repeatedly
why
by
warner
brothers
how
important
a
full
and
unconditional
financing
commitment
from
the
ellison
family
was
and
despite
their
own
David Faber (Financial Journalist)
01:30.480
ample
resources
of
course
pointing
to
larry
ellison
's
one
point
one
billion
shares
of
oracle
that
are
in
that
family
trust
as
well
as
multiple
assurances
during
our
strategic
review
process
that
such
a
commitment
was
forthcoming
the
ellison
family
has
chosen
not
to
backstop
the
David Faber (Financial Journalist)
01:47.990
paramount
offer
now
of
course
backstop
is
exactly
the
term
that
paramount
used
in
its
latest
bid
saying
in
fact
the
ellison
family
is
good
for
the
forty
point
roughly
eight
billion
dollars
or
so
in
equity
that
they
were
going
to
need
to
complete
the
transaction
this
is
one
of
David Faber (Financial Journalist)
02:09.270
any
number
of
of
specific
recommendations
slash
parts
of
the
rejection
that
we've
gotten
this
morning
from
warner
brothers
they
say
they
gave
a
full
transparent
and
competitive
review
established
a
level
playing
field
that
fostered
a
rigorous
and
fair
process
now
of
course
David Faber (Financial Journalist)
02:28.670
paramount
has
said
nothing
of
the
kind
existed
in
fact
that
they
feel
as
though
they
were
disadvantaged
perhaps
even
from
the
start
but
certainly
later
on
when
they
felt
as
though
their
final
their
last
offer
didn't
even
get
a
response
they
say
despite
media
's
paramount
's
David Faber (Financial Journalist)
02:45.920
media
statements
to
the
contrary
the
board
does
not
believe
as
well
that
there
is
material
difference
and
regulatory
risk
between
paramount
and
netflix
that's
also
very
important
of
course
as
you
both
well
know
given
there
has
been
a
view
that
paramount
would
have
a
speedier
and
David Faber (Financial Journalist)
03:03.670
easier
regulatory
review
certainly
here
in
the
united
states
perhaps
in
europe
as
well
ben
would
putting
together
as
is
the
case
of
course
and
with
this
merger
agreement
between
netflix
and
warner
brothers
the
number
one
streamer
and
the
number
three
or
four
streaming
depending
David Faber (Financial Journalist)
03:18.150
on
how
you
how
measure
things
but
not
unexpected
the
question
now
of
course
will
be
do
we
simply
wait
we
see
what
the
response
is
from
paramount
and
will
they
choose
to
raise
their
offer
to
trigger
perhaps
the
matching
rights
that
netflix
has
under
its
merger
agreement
and
David Faber (Financial Journalist)
03:34.590
forced
it
to
come
up
and
will
they
also
address
andrew
and
becky
these
concerns
particularly
as
it
deals
with
financing
something
we
have
been
talking
about
of
late
and
and
does
seem
to
have
been
one
of
the
key
gating
issues
as
to
why
paramount
was
unsuccessful
even
though
of
David Faber (Financial Journalist)
03:52.550
course
it
started
this
bidding
and
made
what
ended
up
being
i
think
six
bids
to
try
and
buy
this
company
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