2/26/2026
Ancora Holdings Pushes Warner to Walk Away From Netflix Deal
Wall Street Journal (02/26/26) Thomas, Lauren
Ancora Holdings has built a roughly $200 million stake in Warner Bros. Discovery (WBD) and is planning to oppose Warner’s deal to sell its movie and television studios and HBO Max streaming service to Netflix (NFLX), according to people familiar with the matter. Ancora, which could announce its position as soon as Wednesday, believes that Warner failed to adequately engage with David Ellison’s Paramount Skydance (PSKY) after it made a rival all-cash offer for the entire business, including its cable-network group, at $30 a share, the people said. The arrival of an activist, even with a small stake in the company, will add yet another dose of uncertainty and drama to an already drawn-out fight for the Hollywood studio. Netflix has signed a $72 billion deal, but Paramount, which is bidding nearly $78 billion for the whole company, has gone straight to shareholders and threatened to wage a board fight at the same time. Ancora, a roughly $11 billion fund that has a history of lobbying in the middle of deals, emailed Warner Chief Executive Officer David Zaslav on Tuesday to say that it is considering launching its own proxy fight if Warner’s board doesn’t negotiate the best deal for shareholders with Paramount, the people added. Warner has a market value of roughly $69 billion as of Tuesday, making Ancora’s stake in the company less than 1%. But Ancora plans to continue buying Warner shares, the people familiar with the matter added, and, even with a small stake, it adds a voice that could help rally other investors around opposing the Netflix transaction. Many shareholders remain on the fence over which deal is better and are anticipating the offers could be revised further. A shareholder vote is expected next month. Netflix agreed in December to pay $27.75 a share in cash for Warner’s studios and HBO Max streaming service. That would leave investors also holding shares in Discovery Global, a new company housing Warner’s cable networks, which it plans to spin off later this year. Paramount’s hostile bid for all of Warner Discovery includes its cable-networks unit that includes CNN, TNT, Food Network, and other channels. Warner has consistently rebuffed Paramount’s offer, arguing Netflix’s deal has greater value, more secure financing and a cleaner path to regulatory approval. Paramount on Tuesday enhanced its hostile offer, including agreeing to pay the $2.8 billion termination fee Warner would owe Netflix should that deal collapse. Paramount also said it was adding a “ticking fee” of 25 cents a share, which it would pay to Warner shareholders for each quarter its deal hasn’t closed, starting in January 2027. If Ancora were to proceed with nominating director candidates, it would focus on replacing individuals with ties to Zaslav, the people familiar with the matter said. Ancora has privately questioned the Warner CEO about whether he favored the Netflix deal to obtain an executive role with the streaming company after the transaction closes, they added. Ancora has antitrust concerns about the Netflix deal it calls “uncertain and inferior.” And it questions the Discovery Global spinoff, which would put $17 billion in Warner debt on the company’s cable-TV networks, which have a declining number of viewers, according to a presentation from the investor seen by The Wall Street Journal. In that presentation, Ancora defends Paramount’s viability as a buyer, pointing to the record of Ellison and his father, the billionaire Oracle (NYSE: ORCL) co-founder Larry Ellison. It also said it expects Paramount to receive swift antitrust approval. Many investors and analysts still largely expect Paramount could increase its $30-a-share offer. Analysts at Raymond James said in a recent note to clients that “many WBD shareholders still expect PSKY has not made its best and final offer, and will raise its bid by ~$2-3 per share.” Cleveland-based Ancora has a history of pushing for deals, both publicly and behind the scenes. In 2024, it built a huge stake in Norfolk Southern (NYSE: NSC) and later won seats on the railroad operator’s board before the company agreed to be acquired by Union Pacific (NYSE: UNP) for almost $72 billion. It also recently privately pushed bubble-wrap maker Sealed Air to sell itself, before the business agreed to be bought by CD&R.
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