Investors send Paramount Board letter with a last-minute bid of $ 13.5 billion
Here comes a plot turn: while Skydance Media and Redbird Capital Partners work to close the takeover of Paramount Global supported by Larry Elison this spring, is a consortium of investors who previously offer the legendary media congue glomate, an eleventh hour $ 13.5 billion offer .
Variety Has obtained a legal letter that will be sent to the Paramount board on Friday 24 January of Project Rise Partners who outlines a new bid that is higher than an all-cash offer that the consortium made during the Go-Shop window. The group says that the conditions are enormously superior to the $ 8 billion deal from Skydance and Redbird.
The letter, prepared by the Baker & Hostetler law firm, notes that in the light of ‘the negative response of the market to the Skydance transaction, now increases its offer as follows: The offer for the B shares is $ 19 per share compared With $ 15 per share in the Skydance offer – a premium of 75% and 27% more than Skydance. The PRP offer for the A shares remains the same as the Skydance offer. PRP adds $ 2B to the balance. This is an offer for all contacts with dedicated financing of credible investors. ”
Those investors have remained largely mysterious outside of Daphna Edwards Ziman, president and co-chairman of Film and Lifestyle TV network Cinémoi, and Moses Gross, founder and CEO of real estate company Anm Group. But sources say that Project Rise Partners are also supported by Titans of Industry similar to Larry Ellison and at least one of the richest men in the world and a business partner includes a pioneer in the satellite industry. Ziman and Gross have presented the previous offer that they say it was never presented on the board.
Representatives for Skydance and Paramount Global refused to comment. A spokesperson for the special committee of the Paramount Board that was established to close offers did not immediately respond to a request for comment.
A listed company is usually legally bound to consider a legitimate range of value that shareholders can benefit. The Rise Rise Investors project fired a legal letter in October 2024 and claimed that the Special Commission of Paramount has violated its fiduciary duty to shareholders by neglecting the earlier $ 8.5 billion bid for the company. The range of $ 13.5 billion of Project Rise Partners comprises $ 5 billion for restructuring the debt.
According to A sec requestA member of the Special Commission of Paramount made a phone call with a representative of the Rise Partners project on 15 August, which was located in the Go-Shop window. (That window was closed on August 21.) But the SEC application says that the two parties did not discuss the conditions during the call and that the acquisition proposal of the group was only submitted on 26 August after the window was closed.
The Baker & Hostetler letter -Targeted to Paramount Board -members Sharara Redstone, Barbara Byrne, Linda Griego, Judith Mchale and Susan Schuman -states that class B shareholders of the company ‘50% of the equity would possess versus 30% In the Skydance offer. The PRP offer includes an independent administration and normal corporate governance. The Skydance board committees intend to eliminate would be retained. B -shareholders would receive a voice for the first time in the history of the company. “
Project Rise Partners also claims that it is planning to grow the workforce of Paramount Global, while the Skydance and Redbird partners have indicated that more cuts would come under a Skydance-Paramount merger.
Larry Ellison, also one of the world’s richest men, is confronted with regulatory obstacles with the Paramount-Kydance merger that would see his son, Skydance CEO David Ellison, who runs the combined media assets. President Donald Trump’s new FCC chairman Brendan Carr has publicly expressed concern about the merger. The oldest Ellison, founder of Oracle, who has a net value of more than $ 200 billion, has long been a supporter of Trumps and has collected his relationship with the president. He traveled to the White House on Tuesday to announce a separate AI Stargate deal that industrial observers saw as part of an attempt to keep the merger of the Paramount-Kydance on the right track. That led Elon Musk to mock and write Ellison on X: “They don’t actually have the money” and “have” more than $ 10 billion protected. ” Trump individually indicated that he would be open to Larry Ellison or Musk who buys Tiktok.
The Skydance-Redbird $ 8 billion deal to merge with Paramount has been controversial with shareholders, especially because the Skydance appreciates around $ 4 billion. The new Rise Partners project offer questions that appreciation. “Skydance reported $ 25 million in EBITDA in 2023, and Paramount bought Skydance for $ 4.75 billion, or about 200x behind,” says the letter of 24 January. “There are no market benchmarks that justify the Skydance valuation, and no independent bidder would pay that price.”
In the meantime, politicians such as Rep. John Moolenaar (R-Mich.), Chairman of the Select Committee of the House China, expressed their concern about the role of China in the Skydance deal because Tencent, a company with ties with the Chinese army, will have a small interest in The media giant, whose assets include everything, from CBS News to the Paramount Film and TV Studio.
“The board and his advisers seemed enthusiastic to conclude a transaction with Skydance, nobody seems to have declared completely for the foreign ownership of Skydance,” says the Rise Partners letter project. “The Pentagon recently placed Tencent on a list of companies that would help the Chinese army. Regulators will investigate the proposed transaction, in view of the increased concern about the Chinese control of consumer platforms and access to personal data. If the board and his advisers have missed or ignored such a serious red flag, shareholders will of course question the thoroughness of the Diligence of the board. Under expansion, ineffective dedication can explain the unreasonable appreciation that is paid for Skydance, the company that acquires Paramount. “
Paramount and Redstone, whose National Amusements Inc. The controlling shareholder of Paramount is, have a binding deal with Skydance Media and may only deteriorate if supervisors stop the merger. A source that is familiar with the process says that it is very unlikely. But the Baker & Hostetler letter claims that the Paramount Board has eliminated an option to consider superior bids from his sales process.
“In the context of the public company, most merger agreements include a standard Fiduciary that can pay a new bidder with a superior offer to pay the break -up reimbursement to compensate for the original bidder for opportunities and other costs,” the letter says. “For unknown reasons, the board or its legal adviser specifically excluded a fiduciary who damages B -shareholders damage and will benefit Skydance. … Fiduciary Outs enable Boards to terminate a transaction agreement when a superior offer arrives before the deal is approved by the shareholders and closed. If the agreement omits such an exit clause, the decision of the Board of Directors can be considered ‘exclusively and mandatory’. There is no observable reason for that unnecessary, one -way value transfer to Skydance. These ‘deal protection devices’ do not protect shareholders. ”
The letter also emphasizes that Paramount directors have a loyalty obligation for shareholders, not for advisers or skydance.
“Due to the decision of the board to eliminate the Fiduciary, the large break -up reimbursement of $ 400 million for Skydance comes in the case of a regulation block, but B -shareholders will not benefit if there is a superior offer. After viewing the market for more than nine months, the board concluded that Skydance was the only usable, fully funded offer that was available, “the letter continues. “Paramount directors have violated their loyalty determination by setting up a merger agreement that is favorable for the buyer and not the seller in this transaction.
