The plot has a turning point: this spring, Skydance Media and Redbird Capital Companions is committed to completing the acquisition of Paramount World supported by Larry Ellison, and the previous bidding for this legendary media group The buyer's consortium is proposing a $ 13.5 billion acquisition plan at the last moment. Essence
choose A license letter sent by Mission Rise Companions on Friday, January 24th to Paramount Board, which outlines a new bid, which is higher than the full cash quotation of the consortium in the online store window. The group said its terms are far better than $ 8 billion in Skydance and Redbird.
The letter drafted by the regulatory agency Baker & Hostetler pointed out that in view of the fact that “the market is not good at responding to Skydance transactions, PRP is currently raising its offer: B -shares are at $ 19 per share, and before $ 15 per share. SkyDance The income per share — a 75%premium, which is 27%higher than Skydance. Home provides special financing. “
In addition to the president and co -chairman of the film and lifestyle TV community, Daphna Edwards Ziman, and the founder and chief executive of the real estate company Anm Group, Moses Group, these buyers are basically mysterious. However, sources said that Mission Rise Companions was supported by commercial giants such as Larry Ellison, including at least one of the richest men in the world. In addition, there may be organizations that may be a pioneer in the computer satellite TV industry. Partner. Ziman and Gross made previous proposals, saying that the proposal was never provided to the board.
Representatives of Skydance and Paramount refused to comment. The spokesperson of the special committee of Paramount Board did not immediately reply to the review request.
A listed company is usually provided legal with any legal value that may benefit shareholders. Mission Rise's buyer issued a license letter in October 2024, claiming that Paramon's specific committee ignored the company's price for the company for $ 8.5 billion, violating its trust responsibility for shareholders. The USSION Rise Companions' $ 13.5 billion funds include $ 5 billion for debt restructuring.
According to the document submitted by the SEC, a member of the Paramount Special Committee held the name of the Mission Rise Companions consultant on August 15, which included in the store window. (The window was closed on August 21.) However, the document submitted by the SEC stated that the two parties did not discuss the phrases in the entire name, and the group's acquisition proposal was submitted after the window was closed on August 26.
Baker & Hostetler is a member of Paramount Board, Shari Redstone, Barbara Byrne, Linda Griego, Judith Mchale, And Susan Schuman's letter pointed out that the company's class B shareholders “will receive 50% of the equity, and the equity provided by Skydance is 30%. PRP includes fair board and regular corporate governance. The revocation of the board of directors may be retained.
Mission Rise Companions also claims to increase the number of employees in Paramount World, while Skydance and Redbird partners say that Skydance and Paramount will be tailored after merging.
Larry Ellison is also one of the richest men in the world. He is experiencing a regulatory obstacle to the merger of Ramon and Skydance. His son and Skydance CEO David Ellison (David Ellison ) It may be responsible for hybrid media business. President Donald Trump's new FCC chairman Brundan Carl has publicly raised the issue of mergers. Old Erisen is the founder of Oracle Company with a market value of more than $ 200 billion in the Internet. He has always been Trump's long -term supporters and has been consolidating his relationship with the president. On Tuesday, he went to the White House to announce a separate AI Stargate transaction, and business observers noticed that this was part of the efforts to maintain the merger of Parront and Skydance. This prompted Elon Musk to laugh at Erisen on X, writing: “They don't even have cash”, and “actually have less than $ 10B guarantee.” Trump personally stated that he may be open to Tiktok at Larry Erisen or Musk.
Skydance-Redbird has aroused controversy among shareholders with a merger of $ 8 billion with Paramount, mainly because the transaction on Skydance is about $ 4 billion. The new Mission Rise Companions bid questioned this valuation. “The Skydance Report 2023 EBITDA was $ 25 million, and Paramon acquired Skydance for $ 4.75B, which was about 200 times the income of the track,” wrote in the letter on January 24. “No market benchmark can prove that Skydance's valuation is reasonable, and no fair bidder is willing to pay this price.”
At the same time, the chairman of the China Election Commission and the Republican Republic of Michigan, John Moolenaar, and other politicians have questioned the role of China in Skydance transactions, because Tencent is a company that is connected with the Chinese Navy. Essence It may have a small amount of shares in the media giants, and its property covers all assets from Columbia Broadcasting Information to Paramount Film and TV Studio.
“The board of directors and their consultants seemed to be very hoped to reach a transaction with Skydance, but no one seemed to know Skydance's international assets,” wrote in the letter of Mission Rise Companions. “The Pentagon has recently included Tencent in a list of companies that served the Chinese Navy. Given the high concerns of Chinese management and private information on shopping platforms, regulators will carefully review the proposed transactions. If the board of directors and its advisers Missing or ignoring such a key red banner, shareholders will naturally question the thoroughness of the board of directors' due diligence.
Paramount and Lei Shidong (National Entertainment AMUSEANTS Inc. is the controlling shareholder of Paramount) and Skydance Media, which can only exit without the merger of regulators. A source who understands this method said this situation is extremely impossible. But Baker & Hostetler's letter claimed that Paramount Board eliminated the possibility of considering higher bids during its sales.
The letter stated: “In the context of listed companies, most of the merger agreements include ordinary trustee, so that new bidders with higher quotations can pay the breakup fee to compensate the original bidders' alternatives and different prices.” The unknown reason is that the board of directors or its authorized lawyers specifically exclude the trustee, which harms the interests of shareholders B and Skydance. If the reconciliation agreement is omitted such exit clauses, the board of directors may also be regarded as “exclusive and compulsory.” Device 'does not protect shareholders. “
This letter also emphasized that Paramount managers are obliged to be loyal to shareholders, not consultants or Skydance.
“Because the board of directors cancels the trustee, in the case of regulatory blocks, a huge breakup fee of $ 400 million is beneficial to SkyDance, but if there is a better offer, it will not benefit share B. After the monthly inspection, the board of directors concluded that SkyDance is a feasible, funded service, “continued in the letter. “Paramount managers have formulated a consolidated reconciliation agreement that is conducive to customers rather than suppliers in this transaction and violates loyalty responsibility.
