Ancora Holdings, an activist investor that has built a stake of roughly $200 million in Warner Bros. Discovery, announced on February 11 that it would vote ‘no’ on the company’s agreed transaction with Netflix and would launch a proxy contest if the board does not engage with Paramount’s rival bid.
Ancora cited concerns about Netflix’s offer, noting valuation uncertainty tied to the proposed Discovery Global spin‑off, regulatory risk, and potential debt‑related issues. The activist pledged to cover the $2.8 billion termination fee that Warner would owe Netflix if the deal falls apart and to support a $1.5 billion debt‑refinancing cost for Warner.
Paramount’s sweetened offer, announced on February 10, includes a $30 per share all‑cash bid, a $0.25 per share quarterly ticking fee if the deal does not close by December 31, 2026, and a commitment to pay Netflix’s termination fee. Ancora’s opposition signals support for Paramount’s higher valuation and confidence in its ability to navigate regulatory hurdles.
The proxy threat could delay or derail the Netflix acquisition of Warner’s studios and streaming assets, reshaping the streaming and media landscape. Ancora’s stance reflects a push for higher shareholder value and a challenge to the current deal structure.
Warner’s recent financial performance shows mixed results: Q4 2023 revenue $10.284 billion with a $400 million loss; Q1 2024 revenue $9.958 billion with a $966 million loss; Q2 2024 revenue $9.7 billion with a $10 billion loss; Q3 2024 revenue $9.6 billion with a $100 million profit; Q1 2025 revenue $9 billion with a $500 million loss; Q2 2025 revenue $9.8 billion with a $1.6 billion profit; Q3 2025 revenue $9 billion with a $148 million loss. Segment shifts show Studios revenue falling 16% ex‑FX in Q1 2025, while streaming Adjusted EBITDA rose $253 million; Global Linear Networks revenue fell 23% ex‑FX in Q3 2025. These results illustrate revenue pressure in legacy segments but growth in streaming, informing the valuation debate.
Ancora’s threat underscores the competitive battle between Netflix and Paramount for Warner’s assets. Paramount’s willingness to cover the termination fee and offer a ticking fee demonstrates confidence in regulatory clearance, while Netflix’s sliding‑scale offer introduces valuation uncertainty tied to Discovery Global debt allocation. The proxy contest could force Warner’s board to reassess the deal, potentially leading to a higher bid or a different transaction structure.
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