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Paramount gets the cold shoulder from Warner Bros Discovery board
NEW YORK: Paramount Skydance is getting the Hollywood brush-off. On 17 December Warner Bros Discovery (WBD) told shareholders in no uncertain terms to reject Paramount’s $108.4 billion tender offer, launched just nine days earlier. The board’s verdict? The deal is dodgy, inadequate and—in a particularly cutting phrase—”illusory.”
WBD’s directors are sticking with Netflix instead. Their 5 December merger agreement offers shareholders $23.25 in cash, plus $4.50 in Netflix stock, plus shares in a newly spun-off entity called Discovery Global. WBD board chair Samuel Di Piazza junior called the Netflix deal “superior, more certain value.” Translation: Paramount’s proposal is neither superior nor certain.
The board’s beef with Paramount centres on financing. Despite “headline claims” of a “full backstop” from the Ellison family (Oracle’s billionaire clan, who control Paramount), no such commitment exists. Instead, Paramount is relying on what WBD dismissively calls “an unknown and opaque revocable trust”—hardly the stuff of deal certainty. The trust’s liability cap for breaching the deal? A measly $2.8 billion, or seven per cent of the transaction value. WBD reckons actual damages would be “many multiples” higher.
Then there’s Paramount’s precarious finances. The company sports a market capitalisation of just $15 billion and credit ratings hovering near junk status. If the deal closed, Paramount would be saddled with gross leverage of 6.8 times debt to earnings before interest, taxes, depreciation and amortisation, with “virtually no current free cash flow.” Netflix, by contrast, boasts a $400 billion-plus market cap and an investment-grade balance sheet. No financing required.
Paramount’s offer also comes with strings attached—and loopholes. The first paragraph reserves the right to amend terms “at any time,” including the offer price. It can’t even close by its expiration date, given regulatory approvals that Paramount admits could take 12 to 18 months. “Nothing in this structure offers WBD shareholders any deal certainty,” the board sniffed.
Adding insult to injury, accepting Paramount’s offer would cost WBD shareholders dearly. The company would owe Netflix a $2.8 billion termination fee (which Paramount hasn’t offered to cover) plus $1.5 billion in financing costs from a scuppered debt exchange. That’s $4.3 billion, or $1.66 per share, in potential losses if Paramount’s deal collapses.
WBD insists its three-month strategic review was “full, transparent and competitive”. The board held “dozens” of calls and meetings with Paramount, including four in-person sessions between chief executive David Zaslav and the Ellisons. Despite repeated feedback, Paramount never submitted a proposal superior to Netflix’s. As for regulatory risk—Paramount’s supposed trump card—WBD sees no material difference between the two deals. Netflix has even ponied up a record-breaking $5.8 billion regulatory termination fee, topping Paramount’s $5 billion.
The message to shareholders is clear: don’t be tempted by Paramount’s siren song. This is one tender offer better left untended.
NEW DELHI: Hamdard Laboratories gathered a cross-section of India’s achievers in New Delhi on Friday, handing out the Hakeem Abdul Hameed Excellence Awards to figures who have left their mark across healthcare, education, sport, public service and the arts.
The ceremony, attended by minister of state for defence Sanjay Seth and senior officials from the ministry of Ayush, celebrated individuals whose work blends professional success with a sense of public purpose. It was as much a roll call of achievement as it was a reminder that influence is not measured only in profits or podiums, but in people reached and lives improved.
Among the headline awardees was Alakh Pandey, founder and chief executive of PhysicsWallah, recognised for turning affordable digital learning into a mass movement. On the sporting front, Arjuna Awardee and kabaddi player Sakshi Puniya was honoured for her contribution to the game and for pushing women’s participation onto bigger stages.
The cultural spotlight fell on veteran lyricist and poet Santosh Anand, whose songs have echoed across generations of Hindi cinema. At 97, Anand accepted the honour with characteristic humility, reflecting on a life shaped by perseverance and hope.
Healthcare honours spanned both modern and traditional systems. Manoj N. Nesari was recognised for strengthening Ayurveda’s place in national and global health frameworks. Padma shri Mohammed Abdul Waheed was honoured for his research-backed work in Unani medicine, while padma shri Mohsin Wali received recognition for his long-standing contribution to patient-centred care.
Education and social development also featured prominently. Padma shri Zahir Ishaq Kazi was honoured for decades of work in education, while former Meghalaya superintendent of Police T. C. Chacko was recognised for public service. Goonj founder Anshu Gupta received an award for his dignity-centred rural development initiatives, and the Hunar Shakti Foundation was honoured for empowering women and young girls through skill development.
The Lifetime Achievement Award went to former IAS officer Shailaja Chandra for her long career in public healthcare and governance, particularly in the traditional systems under Ayush.
Speaking at the event, Hamdard chairman Abdul Majeed said the awards were a tribute to those who combine excellence with empathy. “These awardees reflect Hakeem Sahib’s belief that healthcare, education and public service must ultimately serve humanity,” he said.
Minister Seth struck a forward-looking note, saying India’s young population gives the country a unique opportunity to become a global destination for learning, health and wellness by 2047.
The ceremony also featured the trailer launch of Unani Ki Kahaani, an upcoming documentary starring actor Jim Sarbh, set to premiere on Discovery on 11 February.
Instituted in memory of Unani scholar and educationist Hakeem Abdul Hameed, the awards have grown into a national platform that celebrates those building a more inclusive and resilient India. For one evening at least, the spotlight was not just on success, but on service with substance.
