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Paramount guarantees Larry Ellison backing in amended WBD bid

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Paramount guarantees Larry Ellison backing in amended WBD bid


US film producer David Ellison arrives for Paramount’s “Transformers: Rise Of The Beasts” premiere in New York City on June 5, 2023.

Angela Weiss | Afp | Getty Images

Paramount Skydance on Monday guaranteed the backing of billionaire Larry Ellison in an amended offer for Warner Bros. Discovery — a clear response to questions raised by the WBD board of directors.

“Larry Ellison has agreed to provide an irrevocable personal guarantee of $40.4 billion of the equity financing for the offer and any damages claims against Paramount,” the company said in a news release.

Paramount said Ellison, the father of Paramount CEO David Ellison, has also agreed not to revoke the Ellison family trust or adversely transfer its assets during a pending transaction. The guarantee does not replace committed funds from RedBird Capital and sovereign wealth funds, but constitutes a new layer of security for the commitments.

Paramount Skydance is offering $30 per share, all cash, for Warner Bros. Discovery in a hostile attempt that’s meant to rival an agreement with Netflix.

Last week, Warner Bros. Discovery Chairman Samuel Di Piazza told CNBC’s David Faber the board had concerns about the supposed backing of Oracle co-founder Larry Ellison in the bid.

“We were not confident that one of the richest people in the world would be there at closing,” Di Piazza said at the time. “Doing a deal is great; closing a deal is better.”

WBD earlier this month agreed to sell its studio and streaming assets to Netflix in a transaction valued at roughly $83 billion on an enterprise basis. Paramount wants to buy the entirety of WBD, including its portfolio of TV networks, and says its offer comes with an enterprise value of $108.4 billion.

Paramount notably did not increase its bid on Monday, reiterating that it believes the deal is superior, though Paramount did hike its proposed reverse breakup fee to match that of Netflix’s offer.

WBD confirmed receipt of the amended offer on Monday and said in a release it would “carefully review and consider Paramount Skydance’s offer in accordance with the terms of Warner Bros. Discovery’s agreement with Netflix.”

“What we’ve done in this amended filing is we’ve cleared the brush of obfuscation around the offer,” said Gerry Cardinale, founder and managing partner of RedBird Capital Partners, on CNBC’s “Squawk Box” on Monday.

RedBird is an investor in Paramount Skydance and has also committed to financing the proposed Paramount acquisition of WBD.

Cardinale said Monday that as part of the amended filing Larry Ellison would back the bid through an irrevocable trust, which is anchored by 1.2 billion Oracle shares.

“Like we’ve done through the six bids that we’ve made, we are being responsive to what their concerns are,” Cardinale said.

Shares of Warner Bros. Discovery rose 3% in early trading Monday, while Paramount gained more than 7%. Netflix’s stock was down nearly 1%.

Paramount vs. Netflix

Paramount made three offers for WBD in the fall, which were all rejected by the company. WBD then launched a formal sale process that brought in offers from other bidders, including Netflix.

Cardinale said Paramount’s unsolicited offers likely spurred WBD to open up to a sale, putting Paramount “a little bit on the back foot.”

During Monday’s CNBC interview Cardinale, like Ellison on CNBC last week, appealed directly to WBD shareholders.

“At the end of the day … the shareholders own this company. The board doesn’t own it. [CEO] David Zaslav doesn’t own this company,” said Cardinale. “This should be a lot more simple than it is. It’s very simple.”

Besides the question of value between the two bids, the question of regulatory approval has also been raised by Paramount as well as industry onlookers.

“The Netflix deal kills competition,” Cardinale said, adding that a combination of streaming platforms Netflix and HBO Max would create 420 million subscribers under one roof. “No wonder the constituents in the ecosystem — talent, creators, theatrical exhibitors — are losing their minds on this because they see the pricing power that they will create.”

Netflix co-CEOs Ted Sarandos and Greg Peters have said they are confident their deal would pass regulatory muster. Sarandos has also issued reassurances about the future of the theatrical slate for WBD under Netflix’s ownership.

At a conference earlier in December, Sarandos argued the Netflix offer for WBD’s assets would preserve jobs at a time of mounting layoffs across the industry.



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Just Eat and Autotrader among five firms under investigation over online reviews

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Just Eat and Autotrader among five firms under investigation over online reviews



Food delivery giant Just Eat, funeral firm Dignity and motor platform Autotrader are among five firms under investigation by the UK’s competition watchdog as part of its crackdown on fake and misleading online reviews.

The Competition and Markets Authority (CMA) said it had launched probes against the companies – also including customer review and feedback firm Feefo and Pasta Evangelists – to see whether consumer laws have been broken.

Since April last year, companies have been banned from certain tactics around online reviews under law, such as fake posts, paid-for reviews that are not clearly marked as incentivised, as well as for hiding negative feedback.

Sarah Cardell, chief executive of the CMA, said: “Fake reviews strike at the heart of consumer trust – with many of us worrying about misleading content when looking at reviews online.

“With household budgets under pressure, people need to know they’re getting genuine information – not reviews or star ratings that have been manipulated to push them towards the wrong choice.

“We’ve given businesses the time to get things right. Now we’re deploying our new powers to tackle some of the most harmful practices head on.”

The CMA said it was looking into whether Just Eat’s ratings system had inflated some restaurant and grocer star ratings, giving a misleading picture of quality.

For Autotrader and Feefo, the CMA is investigating whether a number of one-star reviews – moderated by Feefo, which handles reviews for the new and used car site – were hidden on the platform and did not count towards the star ratings.

Dignity is under investigation by the CMA into whether it asked staff to write positive reviews about the firm’s crematoria services.

And artisan fresh pasta chain Pasta Evangelists is being probed over allegations it offered customers discounts for leaving five-star reviews on delivery apps without this being disclosed.

If the CMA finds the firms have broken the law, it can order them to change their practices and fine them up to 10% of their annual global sales.

An Autotrader spokesperson said: “We endeavour always to operate as a responsible and compliant business and will co-operate fully with the CMA’s investigation.”

It comes after the CMA recently secured commitments from Google and Amazon to beef up their systems to identify and remove fake reviews.

Amazon last June agreed to put in place “robust processes” to quickly detect and remove fake reviews alongside sanctions for rogue sellers and businesses after an investigation by the CMA to curb the customer hazard.

The tech giant said it would sanction businesses that boost their star ratings via bogus reviews or catalogue abuse, including bans from selling on the website, while users could also be banned for posting fake reviews.

Consumer group Which? welcomed the investigations and said the CMA must “get tough” on firms found to be breaking the law with reviews.

Sue Davies, head of consumer rights policy at Which?, said: “Investigations are a welcome first step, but enforcement will be key – the regulator must be prepared to get tough, use its powers and issue serious fines if these companies aren’t playing by the rules.”

The CMA said it swept more than 100 review publishers as part of the clampdown and sent advisory letters to 54 firms to improve their compliance with the law, with 90% having made changes in response and 75% telling the watchdog they better understood the rules.



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Australia fuel crisis: Panic buying prompts PM to reassure nation over fuel supply

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Australia fuel crisis: Panic buying prompts PM to reassure nation over fuel supply



Anthony Albanese says nation’s supply remains “secure” amid reports of panic buying and shortages.



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Meta and YouTube found liable in social media addiction trial

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Meta and YouTube found liable in social media addiction trial



A woman has been awarded $6m in a verdict that could have implications for hundreds of other cases in the US.



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