Paramount Claims Its Offer Outshines Netflix’s Warner Bros. Discovery Agreement
SlateStone Wealth partner Kenny Polcari breaks down Paramount’s bid to buy Warner Bros. and predicts blockbuster IPOs for 2026 on ‘Mornings with Maria.’
On Thursday, Paramount reiterated its stance that it has made a superior offer for Warner Bros. Discovery compared to Netflix, despite resistance from the WBD Board of Directors.
Last year, Netflix agreed to acquire Warner Bros. Discovery’s film and television studios, along with the streaming platform HBO Max, in a cash-and-stock deal valued at $27.75 per share. In response, Paramount, a subsidiary of Skydance Corporation, initiated a hostile takeover bid for all of Warner Bros. Discovery, including cable assets that Netflix opted not to pursue.
Samuel A. Di Piazza Jr., Chair of the WBD Board of Directors, reaffirmed the board’s support for the Netflix deal on Wednesday, urging shareholders to reject Paramount’s offer. This prompted Paramount to issue a press release asserting that the concerns raised by WBD had been addressed in an amended proposal.
WARNER BROS DISCOVERY BOARD UNANIMOUSLY REJECTS PARAMOUNT’S TENDER OFFER, SAYS NETFLIX DEAL SUPERIOR
Paramount CEO David Ellison announced a hostile takeover bid for Warner Bros. Discovery on Dec. 8. (Charly Triballeau/AFP via Getty Images / Getty Images)
Paramount claimed that it had resolved every issue raised by WBD on December 17, notably by providing an irrevocable personal guarantee from Larry Ellison for the equity portion of the financing. Despite this, WBD continued to cite concerns regarding Paramount’s offer, including flexibility in interim operations.
“Paramount’s offer is superior to WBD’s existing agreement with Netflix and represents the best path forward for WBD shareholders. $30.00 per share in cash is easy to value. Netflix’s transaction, on the other hand, contains multiple uncertain components and has already decreased in total value,” the release stated. It further noted that when the Netflix deal was announced, it offered WBD shareholders $23.25 in cash, $4.50 in Netflix stock, and a share in the pending spin-off of Discovery Global. Currently, Netflix’s stock price is trading below the low end of its collar, diminishing the value for WBD shareholders.
SENATE GEARS UP FOR ‘INTENSE’ ANTITRUST HEARING IN WAKE OF NETFLIX, WARNER BROS DEAL
Warner Bros. Discovery announced that its board unanimously rejected Paramount’s tender offer. (Mario Tama/Getty Images / Getty Images)
Paramount further asserted that WBD’s Board has not provided any analysis to help shareholders value their potential ongoing ownership of the linear stub, pointing out that Versant Media serves as its closest comparable, illustrating the challenges ahead for Discovery’s cable assets.
In a statement, Paramount CEO David Ellison emphasized that his company’s offer is indeed superior.
“Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion. Throughout this process, we have worked hard for WBD shareholders and remain committed to engaging with them on the merits of our superior bid and advancing our ongoing regulatory review process,” Ellison stated.
CLICK HERE FOR MORE COVERAGE OF MEDIA AND CULTURE
Netflix agreed last year to acquire Warner Bros. Discovery’s film and television studios and streaming platform, HBO Max, in a cash-and-stock deal valued at $27.75 per Warner Bros. Discovery share. (Anna Barclay/Getty Images / Getty Images)
Di Piazza Jr. has previously stated that the Paramount offer is “inferior.” He emphasized, “The Board unanimously determined that Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas.”
He further elaborated, “Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed. Our binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs Paramount’s offer would impose on our shareholders.”
Warner Bros. Discovery has yet to respond to requests for comment.
SlateStone Wealth partner Kenny Polcari breaks down Paramount’s bid to buy Warner Bros. and predicts blockbuster IPOs for 2026 on ‘Mornings with Maria.’
On Thursday, Paramount reiterated its stance that it has made a superior offer for Warner Bros. Discovery compared to Netflix, despite resistance from the WBD Board of Directors.
Last year, Netflix agreed to acquire Warner Bros. Discovery’s film and television studios, along with the streaming platform HBO Max, in a cash-and-stock deal valued at $27.75 per share. In response, Paramount, a subsidiary of Skydance Corporation, initiated a hostile takeover bid for all of Warner Bros. Discovery, including cable assets that Netflix opted not to pursue.
Samuel A. Di Piazza Jr., Chair of the WBD Board of Directors, reaffirmed the board’s support for the Netflix deal on Wednesday, urging shareholders to reject Paramount’s offer. This prompted Paramount to issue a press release asserting that the concerns raised by WBD had been addressed in an amended proposal.
WARNER BROS DISCOVERY BOARD UNANIMOUSLY REJECTS PARAMOUNT’S TENDER OFFER, SAYS NETFLIX DEAL SUPERIOR
Paramount CEO David Ellison announced a hostile takeover bid for Warner Bros. Discovery on Dec. 8. (Charly Triballeau/AFP via Getty Images / Getty Images)
Paramount claimed that it had resolved every issue raised by WBD on December 17, notably by providing an irrevocable personal guarantee from Larry Ellison for the equity portion of the financing. Despite this, WBD continued to cite concerns regarding Paramount’s offer, including flexibility in interim operations.
“Paramount’s offer is superior to WBD’s existing agreement with Netflix and represents the best path forward for WBD shareholders. $30.00 per share in cash is easy to value. Netflix’s transaction, on the other hand, contains multiple uncertain components and has already decreased in total value,” the release stated. It further noted that when the Netflix deal was announced, it offered WBD shareholders $23.25 in cash, $4.50 in Netflix stock, and a share in the pending spin-off of Discovery Global. Currently, Netflix’s stock price is trading below the low end of its collar, diminishing the value for WBD shareholders.
SENATE GEARS UP FOR ‘INTENSE’ ANTITRUST HEARING IN WAKE OF NETFLIX, WARNER BROS DEAL
Warner Bros. Discovery announced that its board unanimously rejected Paramount’s tender offer. (Mario Tama/Getty Images / Getty Images)
Paramount further asserted that WBD’s Board has not provided any analysis to help shareholders value their potential ongoing ownership of the linear stub, pointing out that Versant Media serves as its closest comparable, illustrating the challenges ahead for Discovery’s cable assets.
In a statement, Paramount CEO David Ellison emphasized that his company’s offer is indeed superior.
“Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion. Throughout this process, we have worked hard for WBD shareholders and remain committed to engaging with them on the merits of our superior bid and advancing our ongoing regulatory review process,” Ellison stated.
CLICK HERE FOR MORE COVERAGE OF MEDIA AND CULTURE
Netflix agreed last year to acquire Warner Bros. Discovery’s film and television studios and streaming platform, HBO Max, in a cash-and-stock deal valued at $27.75 per Warner Bros. Discovery share. (Anna Barclay/Getty Images / Getty Images)
Di Piazza Jr. has previously stated that the Paramount offer is “inferior.” He emphasized, “The Board unanimously determined that Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas.”
He further elaborated, “Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed. Our binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs Paramount’s offer would impose on our shareholders.”
Warner Bros. Discovery has yet to respond to requests for comment.
