Interpositive: corporate profile and technological model

Interpositive is a movie startup founded by Ben Affleck in 2022, with the aim of optimizing the quality of films and television series; its attention is focused on the technique offilm-makingand not to the performance of actors or content, so the tool allows you to understand visual logic and editorial coherence, preserving the film rules in the face of practical challenges of real world production, such as missing frames, background replacements or incorrect lighting.

The Interpositive patent comes from the use of an artificial intelligence system trained on a dataset generated in a closed context, containing the complete set of elements of a real production. The objective, as Affleck stated, was not to create an artificial intelligence that would denaturalize the creativity and originality of cinematographers and publishers, but that would optimize the procedures and the resolution of post-production problems.

The strategic reasons for the acquisition

Netflix doesn't need big presentations, it's currently the largest streaming player in the world, with over 300 million users and steady growth in the film market.

Noteworthy is his emerging as a protagonist in one of the most debated M&A operations in the field of artificial intelligence in recent months.and, in particular, the fact that it has acquired such a nature, although it has been characterized in the years as a reality oriented to internal development. It is therefore a matter of understanding the reasons why Netflix has privileged the acquisition of a startup over internal development. The answer lies in the combination of three main elements, which, considered jointly, make the acquisition the most efficient choice.

First of all,,building an artificial intelligence specialized in post-production film would have required considerable time, which could have compromised the current and future positioning of the multinational. Interpositive is already 'trained' and equipped with a know-how in line with Netflix's needs, so the choice to acquire it, as well as a guarantee in terms of capacity and tasks, also guarantees important time savings and, in the long term, economic. Buying meant buying years of advantage already built, an advantage that no internal team could have filled, regardless of the resources employed.

Netflix's main objective was to be able to use a technology that is actually valid and suitable for its objectives. Interpositive validation can be articulated on three distinct levels: legal, operational and reputational, which together define a competitive asset that is difficult to replicate.

As for the legal plan, the entire field of generative artificial intelligence, applied to the creation of film and television content, is currently in a litigation situation related to copyright. The most popular machine learning models, such as those on which Sora of OpenAI is based, have been instructed on sets of data containing copyrighted works, without having permission from the owners, thus creating a clear dispute with copyright laws in the United States and with the European regulation on copyright, which has recently been strengthened by the AI Act.

Interpositive solved this underlying problem: the models are exclusively formed on material produced internally, eliminating the risks of violation of intellectual property rights and consent, which have made complex the implementation of generative artificial intelligence in the field of entertainment. From a legal point of view, this implies that the data used for training always correspond to contents for which production already holds the rights, making the technology structurally immune from the main lines of attack that thecopyright quarrelinghas developed against competitors. For Netflix, active in more than 190 countries and subject to different regulations, this structural defence does not represent a secondary benefit: it is an essential condition for the growth of investment.

We then deal with the operational plan and then the technical validation. We refer to the use of Interpositive by David Fincher, the fact that a director of his caliber has in fact used technology for his own film (The Adventures of Cliff Booth), makes the idea of how precise and reliable it is.

As for reputational validation, Ben Affleck's recognition for his professionalism and experience is not only a majority shareholder in Interpositive, but also a filmmaker awarded the Oscar Prize, producer and member of theCreators Coalition on AI, Hollywood group of professionals involved in promoting responsible use of artificial intelligence.

In the competitive environment, the increasing use of artificial intelligence in the cinema industry by other operators has been a significant factor in Netflix's research into an appropriate solution. While actors such as Amazon and Disney have adopted, respectively, internal development strategies and models based on licensing agreements, Netflix has focused its strategy on the possession of a technology designed by filmmaker for filmmakers. Although comparison with Amazon may appear similar from the perspective of ownership, it should be noted that, in the case of the latter, artificial intelligence is developed by technicians for internal operational needs and not by professionals in the film language industry. Otherwise, Netflix, through Interpositive, has a patented technology developed from real film footage in authentic production contexts, created by experts in the sector and already validated by established directors, characterized by a distinctive quality level.

Structure of the operation and earn-out mechanisms

Netflix's acquisition of Interpositives is a transaction ofShare Purchase AgreementWith regard to the sale of the entire company holding, for a potential value of $600 million, which is recognised to sellers, including Ben Affleck, as founder and majority shareholder, and RedBird Capital Partners, as institutional investor; Sheppard's law firm assisted Interpositive in the transaction.

The streaming company paid a lower cash sum than this amount, which could increase to the maximum value indicated according to the performance and the achievement of certain objectives by the acquired company. The transaction is structured in two components: a share paid to closing, with the value not publicly specified, and a variable component subordinate to the achievement of specific targets, also not made public.

The component ofearn-out, as a contractual clause, inevitably determines a post-closure tension between the parties: sellers retain an economic interest in the results of the company sold, while not having any control over its management. Ben Affleck has sold its participation in full; what he retains in the post-closure phase is attributable, on the one hand, to the component ofearn-outand related economic interest and, of the other part, to the relevant economic interestAdvisory Agreement, under which it assumes the role of Senior Advisor, continuing to provide direction in the field of innovation and technological development. It follows that the contract must regulate on time the modalities of determination and verification of the achievement of the objectives, any responsibilities related to the ordinary management of the buyer during the relevant period for the purposes of the •earn-out, as well as dispute settlement procedures relating to the quantification of deferred consideration.

The role of due diligence in determining the consideration

Traditionally, in the acquisition transactions the price is determined by the application of multiples to verifiable historical financial data. In the present case, however, the peculiarity lies in the fact that Interpositive, operating in a mannerstealthThe Commission has not had any financial data, patents or products marketed, which has made it necessary to assess prospectively the future benefits potentially generated by the company. Netflix's consideration is therefore not anchored to previous performances, but to the limited availability of artificial intelligence tools applied to the cinema sector which are, at the same time, patented, legally protected and already validated in real production contexts.

Origin of the transaction and selection of the buyer

The origin of the deal is a targeted research activity by Ben Affleck aimed at identifying investors consistent with the nature and purpose of the project. In this perspective, he promoted a selective involvement of strategic partners, oriented to identify subjects with a proven understanding of the cinema industry. The initiative was therefore characterized by a reverse process compared to the typical dynamics of the market, being the same Affleck to select potential buyers.

The transaction began to develop in the autumn of 2025, when the project was submitted to Netflix, starting interlocations between the parties then culminated in the acquisition completed on 5 March 2026.

Comparison with Warner Bros' failure to acquire

The importance of the transaction is further accentuated by the time context in which it fits. A few days before the announcement, Netflix had failed to acquire Warner Bros as a result of an increase in the price by Paramount compared to the previously agreed terms. The two transactions reflect strategic approaches divergent from each other. The eventual acquisition of Warner Bros would have been an investment anchored to a traditional model, based on consolidated assets such as historical archives and important intellectual property, as well as on a stratified industrial heritage over time, with a significant financial impact, estimated at over 90 billion dollars total between existing debt and new resources. The acquisition of Interpositive, on the contrary, is a projected investment towards innovation, based on proprietary technology, more efficient production models and a competitive advantage that can expand over time.