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Paramount shares see a down day as Edgar Bronfman’s departure dashes hopes of a bidding war


Paramount shares see a down day as Edgar Bronfman’s departure dashes hopes of a bidding war

Paramount Global shares are trading lower today after Edgar Bronfman Jr. exited the Paramount deal last night, disappointing shareholders who had hoped for a bidding war with Skydance.

“It was a gamble from the start,” one investor said of Bronfman’s offer. “But you always want a competitive process in the hope that one or both sides will sweeten their offer. That didn’t happen.” The stock fell 6.4 percent to $10.60.

At the end of the day, time was running out, said a person familiar with the situation of the former media executive and heir to the Seagram liquor fortune and the consortium of investors he assembled. Funding depended heavily on wealthy individuals, with private equity and institutional investors slow to step in. Documents demonstrating a reasonable likelihood of success were required well before Sept. 5, at which point Par could have extended talks for another 15 days. According to Deadline, the Bronfman camp continued trying to find backers yesterday, but ended up not having what it needed in time.

There is also the question of whether Bronfman’s $6 billion offer was somehow better than Skydance’s $8 billion deal, even though the two offers were not comparable. Attorneys for the David Ellison Company sharply criticized the special committee of Paramount’s board in a letter, claiming that the agreement was breached because Par was only allowed to consider “better” offers during the 45-day “go-shop” period.

Since late last year, investors have driven Par stock up and down on merger speculation, offers and counteroffers in this long, high-profile saga that saw Skydance and Paramount finally announce a deal in July after months of negotiations. That agreement included a 45-day window that Par could extend by 15 days to consider other, better offers. Bronfman’s offer was the only one that materialized.

Bronfman’s team submitted an offer early last week, just days before the go-shop deadline. Just before the deadline, the offer was sweetened and the committee agreed to extend the contract period. Bronfman then withdrew his offer last night and congratulated Skydance.

Regulators will now consider the merger with Paramount Skydance, which is expected to be completed by the middle of next year.

David Ellison and his backers Larry Ellison and RedBird Capital agreed to buy Shari Redstone’s family stake in Paramount for $2.4 billion, add $1.5 billion to Par’s balance sheet and spend $4.5 billion to buy up all of Par’s other Class A voting shares and half of its numerous Class B non-voting shares at a premium.

Paramount will then acquire Skydance for $4.75 billion in newly issued Paramount Class B stock. This merger will dilute the shares of other investors who have grumbled about the deal since it was announced.

Bronfman and his group offered Redstone the same $2.4 billion and Paramount the same $1.5 billion for total assets, along with another $1.7 billion to buy out shareholders and a contractually agreed-upon $400 million compensation for Skydance.

His deal did not include a merger.

From a strategic perspective, however, given the ongoing and very delicate complexity of the media business right now, the merger is the point of the Skydance deal. Creating a broader, more diverse content company with backers like the Oracle co-founder and RedBird makes business sense.

This deal is not a merger of two major studios, as Sony’s offer was. Nor is it a private equity sale of the historic site for a real estate project, as Apollo might have done. Hollywood hates both, of course. This is a cut – but only half of the $4 billion in cost savings Bronfman had expected.

Shari Redstone’s share in the deal has been controversial. Some big investors like Mario Gabelli are still desperate to know how much she’s getting per share for the Paramount stake in National Amusements compared to what other shareholders are getting ($15 for the Bs and $23 for the A’s). Gabelli, the largest non-Redstone holder of Paramount Class A stock, has filed a request in Delaware Chancery Court for internal documents on the Par-Skydance deal, though he hasn’t yet filed a lawsuit. As described below, he also wants to know what Bronfman offered Redstone.

“Bronfman’s offer had pros and cons,” said one investor, acknowledging that a Paramount-Skydance merger would likely be stronger together and that Paramount could now “focus on running the company for the benefit of those who remain shareholders.”

Pars Special Committee also came to this conclusion.

“After nearly eight months of thoroughly reviewing viable opportunities for Paramount, our Special Committee continues to believe that the transaction we have agreed to with Skydance offers immediate value and the potential for continued participation in value creation in a rapidly evolving industry landscape,” Committee Chairman Charles E. Phillips Jr. said last night.

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