Activist investor Ancora Holdings has reportedly taken a $200 million stake in Warner Bros Discovery (NASDAQ:WBD) and intends to oppose the HBO owner’s agreed $82.7 billion sale to Netflix (NASDAQ:NFLX), arguing that WBD’s board has not given adequate consideration to a rival bid from Paramount Skydance Corp (NASDAQ:PSKY).
The move, reported by the Wall Street Journal on Tuesday, comes after David Ellison-led Paramount sweetened its hostile bid for WBD by adding a “ticking fee” payable to its shareholders for any potential delays in receiving regulatory approval for the deal, and a $2.8 billion termination fee payout to Netflix.
“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,” Ellison said in a statement.
When considering WBD’s market value of nearly $70 billion, Ancora's stake in the company amounts to less than 1%. But the company plans to continue buying Warner shares, WSJ reported. The report added that if Ancora were to proceed with nominating director candidates, it would focus on replacing individuals with ties to WBD CEO David Zaslav.
Ancora, WBD, and Netflix did not immediately respond to Benzinga’s requests for comment.
Paramount’s Bid Stops Short Of Hiking Per-Share Offer
Notably, Paramount’s all-cash offer remains at $30 per share. The so-called "ticking fee" for shareholders of 25 cents per share would total about $650 million in cash value each quarter the deal is not closed past Dec. 31, the company said.
Paramount also said it would “eliminate” Warner's $1.5-billion financing cost associated with its debt exchange offer.
“While we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize,” Ellison’s letter to WBD states. "If granted a short window of engagement, we will work with you to refine these solutions to ensure they address any and all of your concerns.”
Paramount said the revised offer is "fully financed" by $43.6 billion of equity commitments from the Ellison family and RedBird Capital Partners, as well as $54 billion in debt commitments from lenders Bank of America, Citigroup, and private equity firm Apollo.
Warner said in a statement on Tuesday that it would “carefully review and consider” the revised bid.
Battle for WBD Heats Up
The deal, which would combine the world's largest streaming company with the historic Warner Bros. studio and HBO, has sparked a fierce corporate battle.
In December, Netflix agreed to acquire Warner Bros’ studios and HBO Max streaming assets for $27.75 per share, part of a broader transaction structured to follow the planned spin-off of WBD’s cable networks into a separate company.
Paramount soon countered with a hostile, all-cash bid for the entire company — including CNN, TNT, and other cable channels — setting off a high-stakes showdown between two media giants.
WBD’s board has so far stood by the Netflix agreement, arguing it offers stronger value and a clearer regulatory path, even as Paramount continues to press its case directly to shareholders.
Price Action: WBD stock closed up 2.17% at $27.80 on Tuesday, having shot up by nearly 158% in the last six months as deal talks surfaced.
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