July 31 (Reuters) - Parties involved in evaluating
offers for Paramount Global ( PARAA ) have raised questions about
the legitimacy of Apex Capital Trust's bid for the company, one
source familiar with the matter told Reuters.
Apex issued a press release Wednesday, claiming it had submitted
a $43 billion all-cash offer to purchase Paramount, challenging
a deal reached with David Ellison's Skydance Media.
Steven Weiss of Rubenstein Public Relations, whose name and
contact appeared on Apex Capital Trust's press release
announcing the offer, told Reuters Wednesday morning via email,
"Yes, this is real."
Weiss did not respond to requests for financial documentation to
support his claim.
Reuters was unable to independently establish the existence
of Apex or its unnamed subsidiaries.
Business Wire, a service that distributes press releases to the
news media, took down the press release without giving a reason
at around 3pm ET on Wednesday. Business Wire did not respond to
a request for comment. After learning that parties advising
Paramount had raised questions about the bid, Reuters withdrew
the story it initially published on Wednesday.
The person familiar with negotiations told Reuters that
Apex Capital Trust had expressed interest in making a bid for
Paramount several months ago, though the parties involved in
evaluating such offers for Paramount could not establish the
legitimacy of the parties involved or verify they had the
financial resources to complete the transaction.
Tatiana Logan, who identified herself as Apex Capital Trust's
general counsel, said in an interview with Reuters on Wednesday
that the holding company submitted a proposal to National
Amusements, the company that holds the Redstone family's
controlling interest in Paramount, prior to the announced merger
with Skydance.
That merger agreement contained a 45-day provision allowing
Paramount to evaluate other offers for the company.
"The investment banking firm reached out to us, knowing that
we have previously submitted a bid, and asked us if we are were
planning on submitting another bid," said Logan, referring to
Paramount's advisors. "And we told them we would, and we did the
very next day."
Paramount's special committee earlier this year retained
independent financial advisor Centerview Partners and the law
firm of Cravath, Swaine & Moore to weigh the company's options.
A spokesperson for Centerview could not immediately be
reached for comment.
Logan alleged Apex Capital Trust holds multiple subsidiaries,
including operating gold mines whose reserves were valued at
$256 billion and credit card processing centers that she said
had billions of dollars a month in transactions.
"Nobody knows about these companies because they are not
consumer facing, but that does not make them less real," Logan
said. She declined Reuters' request for documentation to support
her claims about valuation of these subsidiaries and did not
provide the location of the businesses.
"If we proceed far enough on that stage of the transaction ...
we would be making filings," said Logan, adding, "If the
advisors are not speaking to us, we believe it is premature.
We're not running for the election. We're not running for
office."
She said Apex would be "happy to provide this" information
in response to a diligence request from Paramount. Logan said
she chose to go public with Apex Capital Trust's offer because
it did not receive such requests from the media company.
"National Amusements knows about our offer," said Logan.
"The rest of their shareholders do not know about it. Yet we
want all shareholders to know about it."
Spokespeople for Paramount's special committee and National
Amusements could not immediately be reached for comment.
The bank associated with the offer, Apex Capital Bank, describes
itself as a "sovereign bank," an institution that it says on its
website "are often seen as more stable and secure than private
banks because they are backed by the government." It lists no
corporate address or officers. A spokesman for the FDIC said the
institution isn't an insured depository, which means its
deposits are not insured.
Logan said the website was created for the bank recently as part
of Apex Capital Trust's desire to make its offer public. This
claim could not be independently verified by Reuters.
"This was to basically facilitate the press release and help
us connect the dots," Logan said.
Paramount and National Amusements, the company that holds
the Redstone family's controlling interest in Paramount,
declined comment Wednesday.
Apex claimed, in its release, that it would pay $35 a share
for Class A voting shares, which it notes represents a 33%
premium over the stock's 52-week high, and $23.28 per share for
non-voting Class B shares of Paramount, or a 33% premium.
Apex said it would assume Paramount's debt of $15.8 billion and
would pay the $400 million break-up fee to Skydance. It said it
would infuse the media company with $10 billion in working
capital to carry out its business plan.
Logan declined to identify the individual or individuals behind
the Apex Capital Trust Transaction or if it had partners,
saying, "our owners want to be able to go to Whole Foods, pick
up children and pick up their grandkids" without being
recognized.
However, she said the parties would be willing to place $50
billion in escrow to demonstrate the trust's ability to complete
the acquisition.