Paramount sweetens offer to Warner Bros shareholders in hostile takeover fight

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By WYATTE GRANTHAM-PHILIPS, AP Business Writer

NEW YORK (AP) — Paramount is again sweetening its hostile takeover bid for Warner Bros. Discovery, while again extending the deadline for its tender offer as it scrambles for more shareholder support.

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On Tuesday, the Skydance-owned company said it would pay Warner shareholders an added “ticking fee” if its deal doesn’t go through by the end of the year — amounting to 25 cents per share, or a total of $650 million, for every quarter after Dec. 31. Paramount also pledged to fund Warner’s proposed $2.8 billion breakup payout to Netflix under its studio and streaming merger agreement.

The value of Paramount’s offer otherwise remains unchanged. The company is offering to pay $30 per share in cash to Warner’s stakeholders, who now have until March 2 to tender their shares.

In a statement, Paramount CEO David Ellison said that the “additional benefits” announced Tuesday “clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment.”

Paramount wants to buy Warner’s entire company for $77.9 billion, with a total enterprise value of $108 billion including debt. Beyond studio and streaming operations, that includes Warner’s networks like CNN and Discovery.

But it has a long way to go in terms of getting shareholder support — which, according to recent company disclosures, has appeared to decline over the last month. As of Monday, Paramount said that more than 42.3 million Warner shares had been “validly tendered and not withdrawn” from its bid, down from over 168.5 million Warner shares on Jan. 21.

Warner has about 2.48 billion shares outstanding in series A common stock today. Paramount would need more than 50% to effectively gain control of the company.

Netflix and Warner did not immediately respond to requests for comment Tuesday.

The new March 2 deadline marks the third time Paramount has pushed back the expiration of its tender offer, which it may keep extending. Paramount has also promised a proxy fight. Last month, the company begun soliciting proxies to challenge Warner’s agreement with Netflix.

Warner’s leadership has consistently backed the deal it struck with Netflix. In December, Netflix agreed to buy Warner’s studio and streaming business for $72 billion — now in an all-cash transaction that the companies have said will speed up the path to a shareholder vote by April. Including debt, the enterprise value of the deal is about $83 billion, or $27.75 per share.

Netflix and Warner have maintained that their agreement is better Paramount’s bid. But Paramount argues that its offer is superior — and on Tuesday pointed to a “sliding scale” value of the Netflix merger, which could range from $21.23 to $27.75 per share, depending on debt spanning from Warner’s previously announced spinoff of its networks business.

Unlike Paramount, Netflix doesn’t want to acquire Warner networks like CNN and Discovery. Under Netflix-Warner’ agreement, “Discovery Global” would become its own separate public company before their merger is closed.

The prospect of a Warner sale to either company has raised tremendous antitrust concerns from lawmakers worldwide. The U.S. Department of Justice has initiated reviews of both Warner’s agreement with Netflix and Paramount’s hostile bid — with all three companies disclosing that they’ve been in contact with the DOJ over requests for more information.

The companies have argued their proposed deals will be good news for consumers and the wider entertainment industry, claiming that merging will give streaming customers more content through bigger libraries. But unions and other trade groups have warned that further consolidation in the industry could result in job losses and less diversity in content — with particularly negative consequences for filmmaking.

Israeli minister calls West Bank measures ‘de facto sovereignty,’ says no future Palestinian state

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By SAM METZ

RAMALLAH, West Bank (AP) — A top Israeli official said Tuesday that measures adopted by the government that deepen Israeli control in the occupied West Bank amounted to implementing “de facto sovereignty,” using language that mirrors critics’ warnings about the intent behind the moves.

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The steps “actually establish a fact on the ground that there will not be a Palestinian state,” Energy Minister Eli Cohen told Israel’s Army Radio.

Palestinians, Arab countries and human rights groups have called the moves announced Sunday an annexation of the territory, home to roughly 3.4 million Palestinians who seek it for a future state.

Cohen’s comments followed similar remarks by other members of Prime Minister Benjamin Netanyahu’s government, including Finance Minister Bezalel Smotrich and Defense Minister Israel Katz.

The moves — and Israeli officials’ own descriptions of them — put the country at odds with both regional allies and previous statements from U.S. President Donald Trump. Netanyahu has traveled to Washington to meet with him later this week.

Last year, Trump said he wouldn’t allow Israel to annex the West Bank. The U.S.-brokered ceasefire between Israel and Hamas that aimed to stop the war in Gaza also acknowledged Palestinian aspirations for statehood.

Widespread condemnation

The measures further erode the Palestinian Authority’s limited powers, and it’s unclear the extent to which it can oppose them.

In a statement on Tuesday, President Mahmoud Abbas’ cabinet “instructed all public and private Palestinian institutions not to engage with these Israeli measures and to strictly adhere to Palestinian laws and regulations in force.”

A group of eight Arab and Muslim-majority countries expressed their “absolute rejection” of the measures, calling them in a joint statement Monday illegal and warning they would “fuel violence and conflict in the region.”

Israel’s pledge not to annex the West Bank is embedded in its diplomatic agreements with some of those countries and renewed warnings that it was a “red line” for the Emirates led Israel to shelve some high-level discussions on the matter last year.

United Nations Secretary General Antonio Guterres said he was “gravely concerned” by the measures.

“They are driving us further and further away from a two-State solution and from the ability of the Palestinian authority and the Palestinian people to control their own destiny,” his spokesperson, Stephane Dujarric, said on Monday.

What the measures mean

The measures, approved by Netanyahu’s Security Cabinet on Sunday, expand Israel’s enforcement authority over land use and planning in areas run by the Palestinian Authority, making it easier for Jewish settlers to force Palestinians to give up land.

Smotrich and Katz on Sunday said they would lift long-standing restrictions on land sales to Israeli Jews in the West Bank, shift some control over sensitive holy sites — including Hebron’s Ibrahimi Mosque, also known as the Tomb of the Patriarchs — and declassify land registry records to ease property acquisitions.

They also revive a government committee empowered to make what officials described as “proactive” land purchases in the territory, a step intended to reserve land for future settlement expansion.

Taken together, the moves add an official stamp to Israel’s accelerating expansion and would override parts of decades-old agreements that split the West Bank between areas under Israeli control and areas where the Palestinian Authority exercises limited autonomy.

Israel has increasingly legalized settler outposts built on land Palestinians say documents show they have long owned, evicted Palestinian communities from areas declared state land, firing zones or nature reserves.

More than 700,000 Israelis live in the occupied West Bank and east Jerusalem, territories captured by Israel in 1967 and sought by the Palestinians for an independent state along with the Gaza Strip.

Palestinians are not permitted to sell land privately to Israelis. Settlers can buy homes on land controlled by Israel’s government.

The international community overwhelmingly considers Israeli settlement construction to be illegal and an obstacle to peace.

“These decisions constitute a direct violation of the international agreements to which Israel is committed and are steps toward the annexation of Areas A and B,” anti-settlement watchdog group Peace Now said on Sunday, referring to parts of the West Bank where the Palestinian Authority exercised some autonomy.

Natalie Melzer contributed reporting from Nahariya, Israel.

‘We hold these truths’: Viewing the Declaration of Independence, visitors reflect on America at 250

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WASHINGTON — America’s 250th anniversary arrives at a time of deep political divisions and, in some quarters, heightened anxiety over whether representative government in the world’s oldest democracy can be sustained.

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Cultural institutions, sporting events, even communities are polarized. If there is any place the bitter partisanship is set aside, even temporarily, it is in the rotunda of the National Archives. This is home to the nation’s founding documents, including the one that will be commemorated this year, the Declaration of Independence.

The room is filled with a silent sense of reverence as visitors gaze down at the light brown parchment, secured under bullet-proof glass, that helped create the foundation of a government that has been a beacon of inspiration for people around the world for more than two centuries.

Its significance was not lost on those who filtered in on a recent day, braving a deep freeze in the nation’s capital to ensure they would not miss this stop on their Washington tour. Even as the crowd grew, the room was filled with a sense that people knew they were in the presence of something momentous.

Their visits coincided with a national reckoning over President Donald Trump’s aggressive immigration enforcement actions, which had led to the shooting deaths of two U.S. citizens on the streets of Minneapolis and grave concerns about attacks on constitutional rights. The Associated Press interviewed visitors after they had viewed the Declaration of Independence, along with the Constitution and Bill of Rights, for their thoughts on the state of America and its future as it approached its semiquincentennial moment.

They acknowledged the country’s ideological divides but were reluctant to assign blame, in many cases expressing hope the nation would be able to repair itself, as it has done many times over its history. With the Rotunda’s bus-sized oil on canvas paintings of the Founding Fathers as a backdrop, they gave complicated responses when asked whether America was living up to the ideals of its founding documents and where it might be headed.

Despite divides, the nation has found ways to come together

Ryan O’Neil, visiting from West Bloomfield, Michigan, said that while the country is split politically — what he called “very tribal” — he finds hope in the documents he viewed at the National Archives because they have guided the country for 250 years.

“We’ve not yet lived up to everything that we had hoped to, but we are continuing to progress and get closer to that,” he said.

The Archives has a special exhibit marking the 250th anniversary, “The American Story,” that highlights that complex history, mixing the country’s astonishing accomplishments and advances with images showing its darker moments.

O’Neil, 42, said the U.S. has been in similar divisive situations throughout its history and always managed to regroup. The one constant, he said is that the country’s political pendulum is always swinging.

“Despite many tests over the years, going back to its founding, throughout the last 250 years it has withstood challenges, has withstood complaints, has withstood protests,” he said, “and continues to evolve to what we have today.”

How would the founders approach this moment?

Kevin Sullivan had traveled to Washington from Milwaukee with his wife to visit their children and attend the confirmation of their oldest grandson.

He acknowledged the country was in a divisive moment, but said it wasn’t the only one the country had faced, and that gave him hope for the future.

“So I have some faith that we’ll put some of the uglier partisan disputes behind us,” he said.

Sullivan, 69, said he supported at least a few of Trump’s goals, including securing the southern border, but was conflicted about the president’s approach.

He opposed Democratic threats to shut off funding for the Department of Homeland Security without drastic reforms to U.S. Immigration and Customs Enforcement and other federal law enforcement agencies, but he also said he didn’t like the mass deportation policy.

His advice to lawmakers and the president would be to get away from the cameras and hold meaningful discussions to find solutions. Looking at the oil paintings with images of the founders, he said having an equivalent of today’s media trying to report on the writing of the Declaration probably “would not have been a positive development for the decisions and the discussions that were going on at Independence Hall.”

The view from outside the US: ‘some confusion’

The Rev. Michael Stokes, a priest with the Church of England, was visiting friends in the Washington area. Before heading to the rotunda, he saw the Magna Carta, the English document signed in 1215 that set up a series of rights for the people and served as a model for America’s system of government.

Stokes, 30, said others look at the diversity of people, religions and industry that all come together “for this one common purpose of America.” It’s a vision that has inspired the world, he said, but also is one that appears to be waning.

“I think this is the time in history where it’s been challenged the most with the actions of the current administration. I think that the rest of the world is looking and seeing how this thing, this Constitution, which is held with such pride, the Bill of Rights, which is held with pride, how can that also be held in tension with a popularly elected government that seems to disregard so much of it,” Stokes said. “And I think the rest of the world is looking at that with some confusion.”

Life, liberty and a pursuit still in progress

Morgan Whitman, an executive assistant, was in Washington on business from Miami and was seeing the documents for the first time.

She said reading them created a mix of emotions. The ideals were lofty, she said, but “there’s also of course the feelings of hypocrisy” because Thomas Jefferson had argued for a passage opposing slavery that was not included.

“So I think we have this document that fought for independence and life, liberty, the pursuit of happiness,” she said. “My only wish was that it was for everybody at the time.”

Whitman, 25, said she is grateful for being granted rights that many others around the world do not have, but also said she is afraid some of those are under threat. She cited the killing by federal agents of Veterans Affairs ICU nurse Alex Pretti in Minneapolis.

“Take immigration out of it. These are American citizens that are being harmed now,” she said. “That’s unacceptable.”

The spirit of 1776. Is it alive today?

Jerry Curl was visiting the capital with his wife, Bobbi, from their home in Diamond, Illinois. A Trump supporter, he said the president’s second term has so far “lived up to my beliefs.”

But he also said he has stepped away from news coverage recently because it is too negative. When asked about the administration’s immigration enforcement, he wanted to see more discussions where people could share their views and do so respectfully.

He said trying to understand one another is crucial to maintaining American democracy.

”We owe it to our future generations that we never meet to uphold this,” he said of the founding documents.

Curl, 62, said the signers of the Declaration undoubtedly disagreed and had different beliefs, but they were able to find common ground as they took the first step to creating a new nation. He wonders whether the same spirit is alive today.

“Where we can now find common grounds to keep this one great nation on track is hard for me to fathom,” he said.

Associated Press video journalist River Zhang in Washington contributed to this report.

Survey says democracies’ anti-corruption efforts are slipping and raises concern about the US

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By GEIR MOULSON

BERLIN (AP) — Established democracies’ efforts against public-sector corruption appear to be flagging, according to a survey released Tuesday that serves as a barometer of perceived corruption worldwide. It raised concern about developments in the United States and the impact elsewhere of U.S. funding cuts.

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Transparency International’s Corruption Perceptions Index for 2025 gave top place to Denmark, with 89 points out of 100, followed by Finland and Singapore. At the bottom were South Sudan and Somalia with nine points apiece, followed by Venezuela. The leading trio was unchanged, and the last three only in that South Sudan gained a point to draw level with Somalia.

Most countries failing, while democracies slip

The group said most countries are failing to keep corruption under control, with 122 out of the 182 nations and territories surveyed scoring less than 50 points. The global average last year was 42, down one point to the lowest in over a decade. Only five countries scored above 80 in the 2025 report, down from 12 a decade ago.

The report lamented that “too often, we are seeing a failure of good governance and accountable leadership.”

It also pointed to “a worrying trend of democracies seeing worsening perceived corruption.”

Among those, it pointed even to high-scoring New Zealand, down two points at 81, and Sweden, unchanged on 80; as well as Canada, the United Kingdom, France and the United States, which scored 75, 70, 66 and 64 points respectively.

Concerns about the U.S.

The U.S. was down one point from 2024 for its worst showing yet under the methodology Transparency started using for its global ranking in 2012, putting it in 29th place in the first year of President Donald Trump’s second term.

“While the data has yet to fully reflect developments in 2025, the use of public office to target and restrict independent voices such as NGOs and journalists, the normalization of conflicted and transactional politics, the politicization of prosecutorial decision making, and actions that undermine judicial independence, among many others, all send a dangerous signal that corrupt practices are acceptable,” the report said.

Transparency International also argued that the U.S. decision “to temporarily freeze and then degrade enforcement of its Foreign Corrupt Practices Act … sends a dangerous signal that bribery and other corrupt practices are acceptable.”

Trump said a year ago, when he froze enforcement of the 1977 law that prohibits people or companies operating in the U.S. from giving money or gifts to foreign officials to win or retain deals in those countries, that “it sounds good on paper but in practicality, it’s a disaster.” To its detractors, the act has unfairly hobbled American companies while foreign rivals swoop in.

Separately, Transparency said that “U.S. aid cuts to funding for overseas civil society groups that scrutinize their governments has undermined anti-corruption efforts around the world.” It contended that “political leaders in various countries have also taken this as a cue to further target and restrict independent voices, such as NGOs and journalists.”

The ups and the downs

The organization measures experts’ perception of public-sector corruption around the world according to 13 data sources, including the World Bank, the World Economic Forum and private risk and consulting companies.

Fifty countries’ scores have declined significantly since 2012, it said — with Hungary, now on 40 points; Turkey, on 31; and Nicaragua, on 14, among the biggest fallers.

At the same time, it said 31 countries have improved significantly, highlighting Estonia (76 points), the Seychelles (68) and South Korea (63).

Russia remained close to the bottom of the index with an unchanged score of 22, with Transparency International citing “fully centralized, opaque governance that suppresses media, civil society and political opposition.”

Nearly four years into Russia’s full-scale invasion, Ukraine was up one point at 36 after an energy-sector corruption scandal forced high-level resignations. Transparency said that civil-society mobilization protected key anti-corruption institutions and investigations were increased, though “further reforms are needed to protect defense and reconstruction funds from misuse.”