English Entertainment
Paramount extends deadline on Warner Bros. hostile bid
NEW YORK: Paramount Skydance has gone on the offensive against Warner Bros Discovery, calling its amended merger with Netflix an admission of weakness and still a bad deal.
In a sharply worded filing late on January 22, Paramount said the revised Netflix agreement “falls well short” of its own $30-per-share all-cash offer and urged WBD shareholders to vote it down at a forthcoming special meeting. The company has also extended its tender offer to February 20, buying time as it presses for regulatory clearance.
At the heart of the attack is money and certainty. Under the Netflix transaction, WBD shareholders would receive $27.75 a share in cash, assuming the group can offload $17bn of debt on to the spun-out Discovery Global business. If that assumption fails, the payout shrinks, dollar for dollar.
Paramount argues it almost certainly will fail. Based on leverage levels at Versant Media, a close peer, Discovery Global could sustain only about $5.1bn of net debt. That would push roughly $11.9bn back on to WBD’s studios and streaming arm, cutting the implied cash consideration from Netflix to about $23.20 a share.
WBD’s own advisers appear to share the scepticism. Discounted cash-flow analyses valued Discovery Global’s equity as low as $0.72 a share. Paramount has previously pegged it at between zero and 50 cents. Yet WBD is asking shareholders to approve the Netflix deal without disclosing the final capital structure of Discovery Global, despite admitting they “will not know or be able to determine” the actual merger consideration at closing.
Paramount says that rush is no accident. Once approved, the Netflix deal would shut the door on what it calls a value-maximising alternative, a $108.4bn enterprise-value transaction, all cash, with far less regulatory baggage than Netflix’s $82.7bn-equivalent proposal.
That baggage matters. Paramount warns that a Netflix-WBD tie-up would further entrench market concentration, handing Netflix an estimated 43 per cent of global subscription video-on-demand customers. Prices would rise, creators would lose leverage and cinemas would suffer, it argues. Regulators, especially in Europe where Netflix already dominates and HBO Max is its main rival, are unlikely to be persuaded by Netflix’s attempt to define the market as including YouTube, TikTok and Instagram.
By contrast, Paramount pitches its own bid as pro-competitive, bolstering theatrical output and strengthening Hollywood’s creative ecosystem.
The gloves also come off on governance. Paramount says the WBD board publicly defended the original Netflix deal even as it renegotiated it, refused to engage with Paramount once talks with Netflix reopened and continues to withhold “highly material” information while racing to a vote.
Shareholders appear to be listening. As of late on January 21, more than 168.5m WBD shares had been tendered into Paramount’s offer.
The message from Paramount is blunt. The Netflix deal is smaller, shakier and riskier. The cash is on the table, the clock is ticking and shareholders now have a choice to make.
UK: The aerial is losing its grip. As broadband becomes the default way Britons watch television, the UK is edging towards a decisive, and divisive, question: should Freeview be switched off by 2034? The issue, highlighted in reporting by The Guardian, has exposed deep fault lines over access, affordability and the future of public service broadcasting.
For nearly 25 years, Freeview has delivered free-to-air television from the BBC, ITV, Channel 4 and Channel 5 to almost every corner of the country. Even now, it remains the UK’s largest TV platform, used in more than 16m homes and on around 10m main household sets. Yet the same broadcasters that built it are now pressing for its closure within eight years.
Their case rests on a structural shift in viewing. Smart TVs, superfast broadband and the Netflix-led streaming boom have pulled audiences online. Advertising economics have followed. By 2034, the number of homes using Freeview as their main TV set is forecast to fall from a peak of almost 12m in 2012 to fewer than 2m, making digital terrestrial television, or DTT, increasingly costly to sustain.
But critics say the rush to switch off risks abandoning those least able, or least willing, to move online.
“I don’t want to be choosing apps and making new accounts,” says Lynette, 80, from Kent. “It is time-consuming and irritating trying to work out where I want to be, to remember the sequence of clicks, with hieroglyphics instead of words. If I make a mistake I have to start again.”
Lynette is among nearly 100,000 people who have signed a “save Freeview” petition launched by campaign group Silver Voices. She fears the government is about to “take [Freeview] away from me and others who either don’t like, can’t afford, or can’t use online versions”.
Official figures underline the fault lines. A report commissioned by the Department for Culture, Media and Sport estimates that by 2035, 1.8m homes will still depend on Freeview. Ofcom’s analysis shows those households are more likely to be disabled, older, living alone, female, and based in the north of England, Wales, Scotland and Northern Ireland.
Freeview is owned by the public service broadcasters through Everyone TV, which also operates Freesat and the newer streaming platform Freely. After two years of review, DCMS is expected to set out its position soon, drawing on three options proposed by Ofcom: a costly upgrade of Freeview’s ageing technology; maintaining a bare-bones service with only core PSB channels; or a full switch-off during the 2030s.
The broadcasters have rallied behind the third option. They argue that 2034 is the logical cut-off, when transmission contracts with network operator Arqiva expire. By then, they say, the cost of broadcasting to a dwindling audience will far outweigh the returns from TV advertising.
Ofcom agrees a crunch point is approaching. In July, the regulator warned of a “tipping point” within the next few years, after which it will no longer be commercially viable for broadcasters to carry the costs of DTT.
Others see risks beyond economics. Questions remain over whether internet TV can reliably deliver emergency broadcasts, such as the daily Covid updates, in the way that universally available DTT can. The UK radio industry has also warned that an internet-only future for TV could push up distribution costs and force some radio stations off air if PSBs no longer share Arqiva’s mast network.
“It is a political hot potato,” says Dennis Reed, founder of Silver Voices, who says he has “dissociated” his organisation from the government’s stakeholder forum, which he believes is “heavily biased” towards streaming.
The Future TV Taskforce, representing the PSBs, counters that moving online could “close the digital divide once and for all”. “We want to be able to plan to ensure that no one is left behind,” a spokesperson says, adding that rising DTT costs could otherwise mean cuts to programme budgets.
The numbers show the scale of the challenge. Of the 1.8m Freeview-dependent homes projected for 2035, around 1.1m are expected to have broadband but not use it for TV. The remaining 700,000 are forecast to lack a broadband connection altogether.
Veterans of the analogue switch-off, completed in 2012 after 76 years, recall similar fears of “TV blackout chaos”. Around 6 per cent of households were labelled “digital refuseniks”, yet a targeted help scheme and a national campaign, fronted by a robot called Digit Al voiced by Matt Lucas, delivered a largely smooth transition.
This time, the BBC is less keen to foot the bill. Tim Davie, the outgoing director general, has said the corporation should not fund a comparable support programme for a Freeview switch-off.
Research for Sky by Oliver & Ohlbaum suggests that with early awareness campaigns and digital inclusion measures, only about 330,000 households would ultimately need hands-on help ahead of a 2034 shutdown.
Meanwhile, viewing habits continue to fragment. Audience body Barb says 7 per cent of UK households no longer own a TV set, choosing to watch on other devices. In December, YouTube overtook the BBC’s combined channels in total UK viewing across TVs, smartphones and tablets, albeit measured at a minimum of three minutes.
That shift may accelerate. YouTube has recently blocked Barb and its partner Kantar from accessing viewing session data, limiting transparency just as online platforms consolidate power.
“When the government chose British Satellite Broadcasting as the ‘winner’ in satellite TV it was Rupert Murdoch’s Sky instead that came out on top,” says a senior TV executive quoted by The Guardian. “There already is such an outsider ready to be the winner in the transition to internet TV; it is YouTube.”
Freeview’s future now hangs on a familiar British dilemma: modernise fast and risk exclusion, or protect universality and pay the price. Either way, the aerial’s days as king of the living room look numbered.
