Warner Bros Discovery Board Dismisses Paramount Offer, Supports Netflix Merger
Payne Capital Management President Ryan Payne joins ‘Mornings with Maria’ to discuss Warner Bros. Discovery’s rejection of Paramount’s hostile bid amid Netflix’s attempt to purchase the media giant and more.
Warner Bros. Discovery, Inc.’s board of directors has urged shareholders to reject Paramount Skydance’s hostile takeover bid, citing “significant” risks and costs associated with the offer. On Wednesday, the media giant’s board unanimously determined that the tender offer from Paramount Skydance was “not in the best interests” of the company or its shareholders, reinforcing their recommendation for the Netflix merger.
On December 5, Warner Bros. Discovery announced a deal to sell its film and television studios, along with its streaming platform HBO Max, to Netflix for a cash-and-stock arrangement valued at $27.75 per share, equating to an equity value of $72 billion. Shortly after this announcement, Paramount launched an all-cash tender offer of $30.00 per share, claiming it was a “superior” proposal.
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However, after evaluating Paramount’s offer, the board concluded that it does not meet the criteria of a “Superior Proposal” when compared to the existing merger agreement with Netflix.
An aerial view of the Warner Bros. logo displayed on the water tower at Warner Bros. Studio on Dec. 5, 2025, in Burbank, California. (Mario Tama/Getty Images / Getty Images)
In a letter to shareholders, the board emphasized that Paramount’s offer “provides inadequate value and imposes numerous, significant risks and costs.” They criticized the deal for misleading shareholders by claiming a “full backstop” from the Ellison family, which would imply complete funding for the transaction. The board stated, “It does not, and never has,” referring to the lack of commitment from the Ellison family.
Oracle co-founder Larry Ellison and his son David Ellison gained control of Paramount Global following its merger with Skydance Media in August. The Warner Bros. board contended that the Ellison family has not guaranteed the necessary financing, undermining Paramount’s proposal.
Warner Bros. Studio in Burbank, CA on Thursday, Dec. 11, 2025. (Myung J. Chun / Los Angeles Times via Getty Images / Getty Images)
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The board further noted that despite repeated requests for a full financing commitment from the Ellison family, they have not provided the necessary assurances. In contrast, the Netflix merger is described as a binding agreement with enforceable commitments, requiring no additional equity financing and backed by a public company with a market cap exceeding $400 billion.
In this photo illustration, a man holds an iPhone showing Netflix and Warner Bros. streaming apps on his phone screen. (Anna Barclay/Getty Images / Getty Images)
‘SESAME STREET’ INKS STREAMING DEAL WITH NETFLIX
Under the terms of the Netflix agreement, the streaming service will acquire Warner Bros. Discovery’s film and television studios, as well as HBO Max. This acquisition will include popular franchises and shows such as “The Big Bang Theory,” “The Sopranos,” “Game of Thrones,” “The Wizard of Oz,” and the DC Universe, significantly enhancing Netflix’s content library.
Netflix has stated that this deal will allow for a substantial increase in U.S. production capacity and further investment in original content, which they claim will create jobs and bolster the entertainment industry.
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However, the merger could face regulatory scrutiny, as some lawmakers express concerns that it may grant Netflix excessive control over content and distribution. Recently, Sen. Roger Marshall, R-Kan., sent a letter to the Department of Justice and the Federal Trade Commission, arguing that the merger would represent one of the largest content consolidations in modern media history, potentially harming consumers, workers, and competition in the entertainment sector.
Payne Capital Management President Ryan Payne joins ‘Mornings with Maria’ to discuss Warner Bros. Discovery’s rejection of Paramount’s hostile bid amid Netflix’s attempt to purchase the media giant and more.
Warner Bros. Discovery, Inc.’s board of directors has urged shareholders to reject Paramount Skydance’s hostile takeover bid, citing “significant” risks and costs associated with the offer. On Wednesday, the media giant’s board unanimously determined that the tender offer from Paramount Skydance was “not in the best interests” of the company or its shareholders, reinforcing their recommendation for the Netflix merger.
On December 5, Warner Bros. Discovery announced a deal to sell its film and television studios, along with its streaming platform HBO Max, to Netflix for a cash-and-stock arrangement valued at $27.75 per share, equating to an equity value of $72 billion. Shortly after this announcement, Paramount launched an all-cash tender offer of $30.00 per share, claiming it was a “superior” proposal.
NETFLIX EYES MLB HOME RUN DERBY AFTER ESPN’S EARLY EXIT FROM LONG-TERM MEDIA RIGHTS PACKAGE: REPORT
However, after evaluating Paramount’s offer, the board concluded that it does not meet the criteria of a “Superior Proposal” when compared to the existing merger agreement with Netflix.
An aerial view of the Warner Bros. logo displayed on the water tower at Warner Bros. Studio on Dec. 5, 2025, in Burbank, California. (Mario Tama/Getty Images / Getty Images)
In a letter to shareholders, the board emphasized that Paramount’s offer “provides inadequate value and imposes numerous, significant risks and costs.” They criticized the deal for misleading shareholders by claiming a “full backstop” from the Ellison family, which would imply complete funding for the transaction. The board stated, “It does not, and never has,” referring to the lack of commitment from the Ellison family.
Oracle co-founder Larry Ellison and his son David Ellison gained control of Paramount Global following its merger with Skydance Media in August. The Warner Bros. board contended that the Ellison family has not guaranteed the necessary financing, undermining Paramount’s proposal.
Warner Bros. Studio in Burbank, CA on Thursday, Dec. 11, 2025. (Myung J. Chun / Los Angeles Times via Getty Images / Getty Images)
NETFLIX TO BUY WARNER BROS. DISCOVERY IN $72B DEAL
The board further noted that despite repeated requests for a full financing commitment from the Ellison family, they have not provided the necessary assurances. In contrast, the Netflix merger is described as a binding agreement with enforceable commitments, requiring no additional equity financing and backed by a public company with a market cap exceeding $400 billion.
In this photo illustration, a man holds an iPhone showing Netflix and Warner Bros. streaming apps on his phone screen. (Anna Barclay/Getty Images / Getty Images)
‘SESAME STREET’ INKS STREAMING DEAL WITH NETFLIX
Under the terms of the Netflix agreement, the streaming service will acquire Warner Bros. Discovery’s film and television studios, as well as HBO Max. This acquisition will include popular franchises and shows such as “The Big Bang Theory,” “The Sopranos,” “Game of Thrones,” “The Wizard of Oz,” and the DC Universe, significantly enhancing Netflix’s content library.
Netflix has stated that this deal will allow for a substantial increase in U.S. production capacity and further investment in original content, which they claim will create jobs and bolster the entertainment industry.
GET FOX BUSINESS ON THE GO BY CLICKING HERE
However, the merger could face regulatory scrutiny, as some lawmakers express concerns that it may grant Netflix excessive control over content and distribution. Recently, Sen. Roger Marshall, R-Kan., sent a letter to the Department of Justice and the Federal Trade Commission, arguing that the merger would represent one of the largest content consolidations in modern media history, potentially harming consumers, workers, and competition in the entertainment sector.
