We're offering a 2-week trial of WrapPRO for $1. If you’ve been wanting to check out our full coverage, now’s the time. Greetings!Paramount on Tuesday took the step of sweetening its offer for Warner Bros. Discovery, but it wasn't the deal investors were looking for. David Ellison's company amended its hostile bid to include covering the $2.8 billion break-up fee Warner would have to pay for walking from Netflix, as well as up to $1.5 billion in fees related to the refinancing of debt related to any Paramount transaction. The other unusual feature was a "ticking fee" that pays $650 million in cash for every quarter after this year that the deal doesn't get done. These are all positives, and Paul Nary, M&A and strategy professor at the Wharton School of the University of Pennsylvania, said these all make a convincing case that Paramount has a superior offer to Netflix's own $83 billion all-cash offer. The problem is we're past the point of good enough, and WBD shareholders — and the board — needed to be blown away by Paramount's latest offer. Notably, Paramount's core offer of $30 a share in cash doesn't change, and that's really what WBD and its shareholders were looking for. Netflix is offering $27.75 a share in cash, but only for the studio and streaming business, with Warner's linear TV business spinning off as Discovery Global later this year. Warner’s board said it will “carefully review and consider” the amended offer but, of course, it needs to say that. Given the lack of a tangible increase and the prior hostile interactions with Paramount, there’s no way the board changes its mind. Nary believes Paramount might be holding back a little before offering a final sweeter bid with an actual higher cash offer. But with a WBD shareholder vote on the Netflix deal coming by April — or sooner — Ellison doesn't have a lot of time before making his next big move. Roger Cheng 
Paramount’s latest filing illustrates just how little WBD shareholders think of its original offer... 
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