Warner Bros. Discovery announced that its board will examine an upgraded hostile takeover bid from Paramount Skydance, which rivals the company's existing merger agreement with Netflix. The offer includes new financial guarantees, but the board has not altered its recommendation for the Netflix deal. Shareholders are advised to take no action pending the review.
Warner Bros. Discovery confirmed on Tuesday that it received an amended unsolicited tender offer from David Ellison’s Paramount Skydance to acquire all outstanding shares of WBD common stock. This latest proposal upgrades the previous hostile $30 per share offer and includes additional commitments, such as paying WBD shareholders 25 cents per share—approximately $650 million in cash each quarter—for any delay in closing the acquisition beyond December 31, 2026. Paramount also pledged to cover the $2.8 billion termination fee owed to Netflix if WBD shareholders accept the bid.
The WBD board stated it would "carefully review and consider Paramount Skydance’s offer in accordance with the terms of WBD’s agreement with Netflix, Inc.," while consulting independent financial and legal advisors. For now, the board "is not modifying its recommendation with respect to the Netflix Merger Agreement" and will update stockholders after completing its assessment. An official response is due within 10 business days, and shareholders are urged "not to take any action at this time with respect to the amended Paramount Skydance tender offer."
The Netflix agreement, originally announced on December 5, values Warner Bros.' studios and HBO Max at $83 billion. Last month, amid Paramount's takeover efforts, Netflix revised the deal to an all-cash offer of $27.75 per share, up from a prior cash-and-stock arrangement. The Netflix merger excludes Discovery Global, which encompasses WBD’s linear TV assets including CNN, TBS, HGTV, and Discovery+, and would be spun off separately.
This development highlights ongoing consolidation in the media industry, with Paramount's bid challenging Netflix's position in acquiring key entertainment assets.
