Late challenge reportedly reignites Paramount takeover saga

Investment group PRP is reportedly attempting to table a last-minute offer, claiming its previous proposal was not presented to shareholders by the Paramount board

By Matthew Corrigan

Published: January 27, 2025 Updated: January 28, 2025

Investment group PRP is reportedly attempting to table a last-minute offer, claiming its previous proposal was not presented to shareholders by the Paramount board

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An investment consortium has mounted a last-minute challenge to the Skydance/RedBird takeover of Paramount Global with an increased offer for the group.

According to Variety, Project Rise Partners (PRP), a consortium of investors featuring Daphna Edwards Ziman, president and co-chairman of Cin moi along with founder and CEO of real estate company ANM Group, Moses Gross, and others including at least one of the richest men in the world, reportedly sent a legal letter to Paramount's board on January 24th, outlining terms of a vastly superior offer to the $8 billion Skydance and RedBird deal.

Ziman and Gross previously fronted an offer for the company which, they say, was never presented to the board. Stressing the directors' duty of loyalty to shareholders, and not advisers or Skydance, the legal letter, prepared by law firm Baker & Hostetler, increases the PRP all-cash offer to $19 per share for the B shares, a 75 per cent premium and 27 per cent more than the Skydance deal, said the report. The offer matches Skydance's offer for the A shares and would add $2 billion to the balance sheet.

Under US regulations, a publicly traded corporation is typically bound to consider any legitimate offer of value that could benefit shareholders . PRP reportedly issued a legal letter in October claiming that Paramount's special committee neglected to consider its previous $8.5 billion offer.

An SEC (Securities and Exchange Commission) filing stated that a member of the committee held a call with a PRP representative on 15th August but did not discuss terms, and that the group's proposal was submitted on August 26th, which fell outside of the so-called go-shop window.

In its letter, PRP states that under its new terms Class B shareholders would own 50 per cent of the equity versus 30 per cent in the Skydance offer. The PRP offer includes an independent board and normal corporate governance. The board committees Skydance plans to eliminate would be retained. B shareholders would receive a vote for the first time in the company's history. Additionally, PRP said it plans to increase the headcount at Paramount Global.

Meanwhile, Brendan Carr, the newly installed chair of the FCC, has reportedly raised concerns over the $8 billion Skydance deal, which has been controversial with shareholders because of its $4 billion valuation of Skydance. PRP has questioned these figures, with its legal letter stating, Skydance reported $25 million in EBITDA in 2023, and Paramount purchased Skydance for $4.75 billion, or approximately 200x trailing earnings. There are no market benchmarks that justify the Skydance valuation, and no independent bidder would pay that price.

Elsewhere, the deal has been seen as potentially politically sensitive. Michigan Representative John Moolenaar, chair of the House China Select Committee has expressed concerns over the Skydance deal because Tencent, a company with ties to the Chinese military, would become a small stakeholder under the terms of the deal. However, a source familiar with the process said it was highly unlikely that regulators would act to stop the binding deal which may be the only way Paramount could back out of the Skydance agreement.

Done deal! Paramount approves $8 billion bid from Skydance Media

LINK:	https://www.tvbeurope.com/business/late-challenge-reportedly-reignites...
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