Warner Bros Discovery Rejects Paramount Bid
Warner Bros Discovery rejects Paramount bid, citing inadequate value and financing doubts and reaffirming the Netflix merger, boosting market-implied odds.
KEY TAKEAWAYS
- Board unanimously recommended shareholders reject Paramount's unsolicited tender offer.
- The board said the offer reflected inadequate value and lacked binding financing or an Ellison equity backstop.
- WBD reaffirmed the negotiated Netflix combination as superior and more certain value for shareholders.
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Warner Bros. Discovery (WBD) rejected Paramount Skydance Corp.’s unsolicited tender offer in a Dec. 17, 2025 press release, urging shareholders not to tender their shares. The board said the offer lacked binding financing and reaffirmed that the Netflix merger offers superior, more certain value.
Board Recommends Rejecting Paramount Offer
The WBD board unanimously recommended shareholders reject Paramount’s hostile tender offer, describing it as financially and structurally inferior to the negotiated Netflix deal. The board said the proposal reflected inadequate value and would impose significant risks and costs, including prolonged uncertainty and potential integration expenses.
The board characterized the Paramount offer as illusory and non-binding, warning it could be amended or terminated at any time. It noted the Ellison family had not provided an equity backstop, despite public claims, raising concerns about the solidity of the financing and increasing execution risk for shareholders.
The directors said they conducted a full, fair, and transparent review of strategic alternatives, ensuring a level playing field in the competitive process.
Paramount Offer Compared With Netflix Deal
Paramount Skydance launched a hostile tender offer for all outstanding WBD shares, valued at approximately $108.4 billion. WBD reaffirmed its recommendation for the previously negotiated Netflix combination, which it described as offering superior and more certain value.
The board stated there is no material difference in regulatory risk between the Paramount proposal and the Netflix merger, countering any suggestion that the hostile offer would face an easier antitrust path. Following the board’s announcement, market-implied odds for the Netflix-WBD combination rose, reflecting increased investor confidence in the negotiated deal’s likelihood.
"Warner Bros. Discovery Board of Directors unanimously recommends shareholders reject the unsolicited tender offer announced by Paramount Skydance Corp."
