PARAMOUNT GLOBAL'S SPECIAL COMMITTEE ANNOUNCES RECEIPT OF ACQUISITION PROPOSAL AND 15-DAY EXTENSION OF "GO SHOP" PERIOD TO CONTINUE ENGAGEMENT
Paramount Global's Special Committee has announced the receipt of an acquisition proposal from Edgar Bronfman, Jr., representing a consortium of investors. This proposal qualifies the Bronfman Consortium as an 'Excluded Party' under the terms of the Skydance transaction agreement. As a result, the 'go shop' period for the Bronfman Consortium has been extended until September 5, 2024. The Special Committee contacted over 50 third parties during the go-shop period to gauge interest in acquiring Paramount. For other parties, the go-shop period expires at 11:59 p.m. Eastern Time today. Centerview Partners and Cravath, Swaine & Moore LLP are serving as financial advisor and legal counsel, respectively, to the Paramount Special Committee.
Il Comitato Speciale di Paramount Global ha annunciato di aver ricevuto una proposta di acquisizione da Edgar Bronfman, Jr., rappresentante di un consorzio di investitori. Questa proposta qualifica il Consorzio Bronfman come una 'Parte Esclusa' secondo i termini del contratto di transazione Skydance. Di conseguenza, il periodo di 'negoziazione aperta' per il Consorzio Bronfman è stato esteso fino al 5 settembre 2024. Il Comitato Speciale ha contattato oltre 50 terze parti durante il periodo di negoziazione aperta per valutare l'interesse nell'acquisire Paramount. Per le altre parti, il periodo di negoziazione aperta scade alle 23:59 ora orientale di oggi. Centerview Partners e Cravath, Swaine & Moore LLP stanno fungendo rispettivamente da consulenti finanziari e legali per il Comitato Speciale di Paramount.
El Comité Especial de Paramount Global ha anunciado la recepción de una propuesta de adquisición de Edgar Bronfman, Jr., que representa a un consorcio de inversores. Esta propuesta califica al Consorcio Bronfman como una 'Parte Excluida' bajo los términos del acuerdo de transacción de Skydance. Como resultado, el período de 'negociación abierta' para el Consorcio Bronfman se ha extendido hasta el 5 de septiembre de 2024. El Comité Especial contactó a más de 50 partes interesadas durante el período de negociación abierta para evaluar el interés en adquirir Paramount. Para otras partes, el período de negociación abierta expira hoy a las 11:59 p.m. hora del Este. Centerview Partners y Cravath, Swaine & Moore LLP están actuando como asesores financieros y legales, respectivamente, para el Comité Especial de Paramount.
파라마운트 글로벌의 특별 위원회는 투자자 컨소시엄을 대표하는 에드가 브론프만 주니어로부터 인수 제안을 받았다고 발표했습니다. 이 제안은 브론프만 컨소시엄을 스카이댄스 거래 계약의 조건하에 '제외당사자'로 분류합니다. 그 결과, 브론프만 컨소시엄의 '가게' 기간이 2024년 9월 5일까지 연장되었습니다. 특별 위원회는 파라마운트를 인수하려는 관심을 평가하기 위해 가게 기간 동안 50개 이상의 제3자와 연락했습니다. 다른 당사자는 오늘 동부 시간 기준 오후 11시 59분에 가게 기간이 만료됩니다. 센트뷰 파트너스와 크라바스, 스웨인 & 무어 LLP는 각각 파라마운트 특별 위원회의 재무 자문 및 법률 자문 역할을 하고 있습니다.
Le Comité Spécial de Paramount Global a annoncé avoir reçu une proposition d'acquisition d'Edgar Bronfman Jr., représentant un consortium d'investisseurs. Cette proposition qualifie le Consortium Bronfman comme une 'Partie Exclue' selon les termes de l'accord de transaction Skydance. En conséquence, la période de 'négociation ouverte' pour le Consortium Bronfman a été étendue jusqu'au 5 septembre 2024. Le Comité Spécial a contacté plus de 50 tiers durant la période de négociation ouverte pour évaluer l'intérêt pour l'acquisition de Paramount. Pour les autres parties, la période de négociation ouverte expire aujourd'hui à 23h59, heure de l'Est. Centerview Partners et Cravath, Swaine & Moore LLP servent respectivement d'entreprise de conseil financier et de conseiller juridique pour le Comité Spécial de Paramount.
Das Besondere Komitee von Paramount Global hat den Erhalt eines Übernahmeangebots von Edgar Bronfman Jr. angekündigt, der ein Konsortium von Investoren vertritt. Dieses Angebot qualifiziert das Bronfman-Konsortium als 'Ausgeschlossene Partei' gemäß den Bedingungen des Skydance-Transaktionsvertrags. Infolgedessen wurde die 'Go-Shop'-Phase für das Bronfman-Konsortium bis zum 5. September 2024 verlängert. Das Besondere Komitee hat während der Go-Shop-Phase über 50 Dritte kontaktiert, um das Interesse an einer Übernahme von Paramount zu prüfen. Für andere Parteien endet die Go-Shop-Phase heute um 23:59 Uhr Eastern Time. Centerview Partners und Cravath, Swaine & Moore LLP fungieren jeweils als Finanzberater und Rechtsbeistand für das Besondere Komitee von Paramount.
- Received acquisition proposal from Bronfman Consortium, potentially increasing competition for Paramount's acquisition
- Extension of 'go shop' period for Bronfman Consortium until September 5, 2024, allowing more time for potential superior offers
- Proactive approach by Special Committee, contacting over 50 third parties to explore acquisition interest
- Uncertainty surrounding the outcome of the acquisition process
- Potential disruption to business operations during extended acquisition negotiations
- No guarantee that the process will result in a Superior Proposal
Insights
The announcement of a competing acquisition proposal from the Bronfman Consortium is a significant development for Paramount Global. This new bid introduces potential for a bidding war, which could drive up the company's valuation. The extension of the "go shop" period to September 5th gives the Bronfman Consortium more time to refine their offer, potentially leading to improved terms for Paramount shareholders.
However, investors should note that this process is still in its early stages. The Special Committee's extensive outreach to over 50 third parties suggests they're actively seeking the best deal. This could result in a protracted negotiation period, potentially impacting short-term stock price volatility. The lack of disclosure on the Bronfman Consortium's offer details makes it challenging to assess its competitiveness against the existing Skydance deal.
Overall, this development is positive for shareholders, as it increases the likelihood of a more favorable acquisition price. However, the uncertainty surrounding the final outcome and potential regulatory scrutiny could lead to market fluctuations in the near term.
The emergence of a competing bid for Paramount Global underscores the strategic value of the company's assets in the rapidly evolving media landscape. This interest from multiple parties suggests that Paramount's content library, streaming platform (Paramount+) and traditional media properties are highly coveted in an industry focused on scale and content ownership.
The involvement of Edgar Bronfman Jr., a seasoned media executive, adds credibility to the competing offer. His experience in the entertainment industry could potentially bring unique synergies or strategic vision to Paramount's operations. This development may also prompt other media conglomerates or private equity firms to consider entering the fray, potentially driving up the acquisition price further.
However, investors should be cautious. The media industry is facing challenges with the shift to streaming and declining traditional TV viewership. Any acquirer will need to navigate these headwinds while managing Paramount's debt load. The final deal structure and post-acquisition strategy will be important in determining the long-term value creation for shareholders.
There can be no assurance this process will result in a Superior Proposal. The Company does not intend to disclose further developments unless and until it determines such disclosure is appropriate or is otherwise required.
During the go-shop period, representatives of the Special Committee contacted more than 50 third parties to determine whether they had an interest in making a proposal to acquire Paramount. With respect to other parties, the go-shop period will expire at 11:59 p.m. Eastern Time today.
Centerview Partners LLC serves as financial advisor to the Paramount Special Committee and Cravath, Swaine & Moore LLP serves as legal counsel.
Important Information About the Transactions and Where To Find It
In connection with the proposed transactions involving Paramount, Skydance and NAI (the "Transactions"), Paramount will file with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 that will include an information statement on Schedule 14C and that will also constitute a prospectus of Paramount. Paramount may also file other documents with the SEC regarding the Transactions.
This document is not a substitute for the information statement/prospectus or registration statement or any other document that Paramount may file with the SEC. INVESTORS AND SECURITY HOLDERS OF PARAMOUNT ARE URGED TO READ THE REGISTRATION STATEMENT, WHICH WILL INCLUDE THE INFORMATION STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TRANSACTIONS AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statement on Form S-4 (when available), which will include the information statement/prospectus, and other documents filed with the SEC by Paramount through the website maintained by the SEC at www.sec.gov or by contacting the investor relations department of Paramount (+1-646-824-5450; jaime.morris@paramount.com).
No Offer or Solicitation
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, or an invitation to subscribe for, buy or sell, any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, invitation, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Cautionary Notes on Forward-Looking Statements
This communication contains both historical and forward-looking statements, including statements related to our future results, performance and achievements. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause our actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements.
Important risk factors that may cause such a difference include, but are not limited to: (i) that the Transactions may not be completed on anticipated terms and timing (or at all), (ii) that a condition to closing of the Transactions may not be satisfied, including the failure to receive any required regulatory approvals from any applicable governmental entities (or any conditions, limitations or restrictions placed on such approvals), (iii) that the anticipated tax treatment of the Transactions may not be obtained, (iv) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the Transactions, (v) potential litigation relating to the Transactions that could be instituted against Paramount or its directors, (vi) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the Transactions, including the effect of the Transactions on the Company's employees, commercial partners, clients and customers, and contractual restrictions while the Transactions are pending, (vii) any negative effects of the announcement, pendency or consummation of the Transactions on the market price of Paramount's common stock and on Paramount's or Skydance's operating results, (viii) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the Transactions, (ix) the risks and costs associated with the integration of, and the ability of Paramount and Skydance to integrate, the businesses successfully and to achieve anticipated synergies, (x) the risk that disruptions from the Transactions will harm Paramount's business, including current plans and operations or by diverting management's attention Paramount's ongoing business operations, (xi) the ability of Paramount to retain and hire key personnel and uncertainties arising from leadership changes, (xii) legislative, regulatory and economic developments, (xiii) the other risks described in Paramount's most recent annual report on Form 10-K and quarterly report on Form 10-Q, (xiv) that the acquisition proposal received from the Bronfman Consortium may not result in a Superior Proposal, and (xv) management's response to any of the aforementioned factors. There may be additional risks, uncertainties and factors that we do not currently view as material or that are not necessarily known.
These risks, as well as other risks associated with the Transactions, will be more fully discussed in the information statement/prospectus that will be included in the registration statement on Form S-4 that will be filed with the SEC in connection with the Transactions. While the list of factors presented here is, and the list of factors to be presented in the registration statement on Form S-4 is, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Paramount's consolidated financial condition, results of operations, credit rating or liquidity. The forward-looking statements included in this communication are made only as of the date of this communication, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances, except as otherwise required by applicable law.
Contact:
Brunswick Group
ParamountSpecialCommittee@brunswickgroup.com
(212) 333 – 3810
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SOURCE The Special Committee of the Board of Directors of Paramount Global
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