The Warner Bros. Discovery board advised shareholders to reject an amended takeover offer of $US108.4 billion from Paramount Skydance.
The Board reiterated its support of the Netflix $US108.5 billion offer.
“The Board unanimously determined that the Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas,” said Samuel A. Di Piazza, jr. chair of the Warner Bros. Discovery Board of Directors.
“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.”
On December 5 2025, Netflix announced it would buy Warner Bros Discovery for $US82.7 billion in cash and stock.
Paramount issued its first takeover bid on December 9, 2025, for $US108.4 billion, saying it made six different takeover offers over a three-month period but WBD “never engaged meaningfully” with these proposals.
Paramount’s offer includes takeover of the entire company, while Netflix’s $US82.7 billion offer would include only the Warner Bros film and TV studios, HBO, and the HBO Max streaming service.
In a Warner Bros press release, the Board said it "unanimously determined that the PSKY amended offer remains inadequate, particularly given the insufficient value it would provide, the lack of certainty in PSKY’s ability to complete the offer and the risks and costs borne by WBD shareholders should PSKY fail to complete the offer."
"The extraordinary amount of debt financing, as well as other terms of the PSKY offer, heighten the risk of failure to close, particularly when compared to the certainty of the Netflix merger.
"PSKY is a company with a $US14 billion market capitalisation attempting an acquisition requiring $US94.65 billion of debt and equity financing, nearly seven times its total market capitalisation.
"To effect the transaction, it intends to incur an extraordinary amount of incremental debt – more than $US50 billion – through arrangements with multiple financing partners."
They also said that WBD shareholders would incur significant costs damages if Paramount Skydance fails to close its offer.
"The $US1.1 billion net amount of the regulatory termination fee that PSKY would pay to WBD represents an unacceptably low 1.4% of the transaction equity value and would not come close to helping WBD address the likely damage to our businesses," the Board said.
"In contrast, should Netflix fail to complete the merger for regulatory reasons, WBD would receive a $US5.8 billion termination fee and WBD shareholders would still benefit from the initiatives that the Board and management team are implementing to secure the value of our businesses and ensure their long-term success, including the planned separation of Discovery Global and Warner Bros."
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