Activist investor Ancora Holdings is gearing up to fight Warner Bros. Discovery’s proposed $72 billion sale of its movie and TV studios and HBO Max streaming service to Netflix, according to a report.
The Cleveland-based firm, which manages roughly $11 billion in assets, has built a stake valued at about $200 million and is expected to announce Wednesday that it favors Paramount Skydance’s rival all-cash bid for the entire company, The Wall Street Journal reported.
Paramount has offered $30 per share in cash for all of WBD, valuing the company at roughly $78 billion, as it presses a hostile challenge to the Netflix deal.
“WBD’s experienced and independent Board and management team have a proven track record of acting in the best interests of the Company and shareholders – as evidenced by the extensive actions they have taken to unlock the full value of WBD’s unmatched portfolio of assets over the last year,” WBD said in a statement on Wednesday.
“We remain resolute in our commitment to maximize value for shareholders.”
Ancora, which owns less than 1% of WBD’s stock, emailed CEO David Zaslav on Tuesday saying it is considering launching a proxy fight if the board does not negotiate with Paramount over its rival all-cash offer, the Journal reported.
The activist investor also plans to continue buying Warner shares, according to the report.
People familiar with the matter told the Journal that if Ancora proceeds with nominating directors, it would seek to replace board members with ties to Zaslav.
Ancora has privately questioned whether Zaslav favored the Netflix deal in order to obtain an executive role with the streaming company after the transaction closes, the Journal reported.
Ancora has raised antitrust concerns about the Netflix transaction, which it has described as “uncertain and inferior,” and has taken aim at the planned Discovery Global spinoff that would saddle the cable-TV networks with roughly $17 billion in debt despite declining viewership, according to a presentation from the activist reviewed by the Journal.
In the same presentation, Ancora defended Paramount’s viability as a buyer, citing the track record of David Ellison and his father, Oracle co-founder Larry Ellison, and said it expects Paramount would secure swift antitrust approval.
Paramount said Tuesday it has sweetened its hostile bid for Warner Bros. Discovery, adding a so-called “ticking fee” and other financial enhancements, though it stopped short of raising its $30-per-share all-cash offer.
The company maintains that its proposal remains superior to Warner’s pending deal with Netflix.
Paramount CEO David Ellison said in a statement that the changes “clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment,” adding, “We are making meaningful enhancements – backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”
Under the revised terms, Paramount would pay WBD shareholders a ticking fee of 25 cents per share for each quarter the deal remains unclosed after the end of 2026, a move the company said underscores its confidence in securing regulatory approval.
The quarterly fee would amount to roughly $650 million in cash value for every quarter beyond Dec. 31 that the transaction has not closed.
Paramount also agreed to fund the $2.8 billion termination fee Warner would owe Netflix if that deal collapses and to eliminate a potential $1.5 billion debt refinancing cost.
The company said the revised offer — including the ticking fee, termination fee funding and refinancing — is “fully financed” through $43.6 billion in equity commitments from the Ellison family and RedBird Capital Partners, along with $54 billion in debt commitments from Bank of America, Citigroup and Apollo.
Warner said it had received the amended offer and that its board would review and consider it, though the board has consistently recommended shareholders reject Paramount’s bid in favor of Netflix’s proposed acquisition of Warner’s studios and streaming assets.
RedBird founder Gerry Cardinale told CNBC the changes were meant to “continue to reinforce and perfect” the offer, adding, “What we’ve done is we’ve perfected it by taking off the table all of the, what I call, more clerical items that they have been using to suggest that they are not going to engage with us.”
The Post has sought comment from Paramount and Netflix.
