The board ofWarner Bros. Discovery (WBD)has unanimously rejected a revised hostile takeover bid fromParamount Skydance, reiterating its backing for the previously announced merger withNetflix, which it believes offers greater value and certainty for shareholders.
In a statement released on Wednesday, Warner Bros. said the board concluded that Paramount’s amended tender offer, submitted inDecember 2025, does not qualify as a“Superior Proposal”under the terms of WBD’s merger agreement with Netflix. The board urged shareholders to reject Paramount’s offer and continue supporting the Netflix deal announced earlier in December.
Paramount had launched aUSD 108.4 billionhostile takeover bid for Warner Bros. Discovery onDecember 8, disrupting advanced merger discussions between WBD and Netflix. The move was aimed at creating a global media giant capable of competing more aggressively in the streaming market.
The bid followed weeks of intense negotiations involvingNetflix, Paramount, and Comcast, all seeking control of Warner Bros. Discovery’s film studios, television assets, and streaming operations. Netflix had appeared close to finalising the acquisition, announcing aUSD 72 billion equity dealjust days earlier.
Paramount’s competing proposal was structured as an all-cash offer valued atUSD 82.7 billion, including debt, and featured aUSD 5.8 billion break-up feepayable to Netflix. However, onJanuary 7, the Warner Bros. board deemed the bid financially inadequate and excessively risky.
The board raised serious concerns about Paramount’s plan to fund the acquisition largely through debt. According to WBD, Paramount—significantly smaller than Warner Bros. Discovery—would need to raise overUSD 50 billionthrough multiple borrowing arrangements to complete the deal.
Comparing the structure to a leveraged buyout, the board warned that such a heavy debt burden could jeopardise the transaction and expose shareholders to substantial downside risk.
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