By Dawn Chmielewski
(Reuters) – Parties involved in evaluating offers for Paramount Global 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.
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