Warner Bros. Discovery Board Rejects Paramount Takeover Bid, Recommends Netflix Deal

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The board of Warner Bros. Discovery announced on Wednesday that it is urging shareholders to reject a $108.4 billion hostile takeover bid from Paramount Skydance. The board has instead recommended a prior offer from Netflix, which it stated provides better value for its shareholders.

The competing proposals began on Dec. 5, when Netflix agreed to acquire a portion of Warner Bros. Discovery, including its HBO, streaming, and studio assets, in a deal valued at $82.7 billion. Days later, on Dec. 8, Paramount Skydance made an all-cash offer of $30 per share for the entire media company. Paramount Skydance CEO David Ellison called his company’s proposal a "superior all-cash offer" with a "more certain path to completion." He said he had received encouraging feedback from Warner Bros. Discovery shareholders.

In a letter to shareholders, the Warner Bros. Discovery board argued that the Netflix offer, valued at $27.75 per share in cash and stock, is superior. The board raised concerns about the financing for the Paramount Skydance bid, questioning a $40.65 billion equity commitment and noting the company's credit rating is near "junk" status, compared to Netflix's investment-grade balance sheet. While Paramount Skydance claimed its deal would face an easier regulatory process, the Warner Bros. Discovery board concluded that both offers present an equal regulatory risk.

The board’s recommendation followed the withdrawal of Affinity Partners, a firm led by Jared Kushner, from the Paramount Skydance bid. An Affinity spokesperson stated that the "dynamics of the investment had changed significantly" and that two strong competitors were now pursuing the asset, though the firm continues to believe in the offer's strategic rationale. According to a securities filing by Paramount, other financial backers for its bid included RedBird Capital Partners, Tencent, and sovereign wealth funds from Saudi Arabia, Qatar, and Abu Dhabi. The status of the sovereign wealth funds' commitment following Affinity's exit was described as unclear.

Same Facts. Different Perspectives.

Two AI models. Two viewpoints. One factual foundation.

• The Netflix offer provides superior value for shareholders. The board is urging shareholders to accept a proposal from Netflix valued at $27.75 per share in cash and stock. Although the competing bid has a higher per-share price, the board officially concluded that the Netflix deal to acquire its HBO, streaming, and studio assets provides better overall value.

• The Paramount Skydance bid carries significant financial uncertainty. In its recommendation, the board raised concerns about the financing behind the Paramount Skydance offer, specifically questioning a $40.65 billion equity commitment. It also noted that Paramount Skydance's credit rating is near "junk" status, which stands in contrast to Netflix's investment-grade balance sheet.

• The competing takeover bid has weakened and offers no regulatory advantage. The board's position followed the withdrawal of a key backer, Affinity Partners, from the Paramount Skydance bid, leaving the commitment of other sovereign wealth funds unclear. Furthermore, the board determined that both offers present an equal regulatory risk, directly countering Paramount's claim that its path to completion would be easier.

How it may affect me

As a U.S. reader:

• Your access to content from HBO and Warner Bros. may change. A merger could alter streaming service libraries, available bundles, and what you pay for subscriptions.

• This deal represents further media consolidation. Less competition among major studios and streaming platforms could eventually affect future content variety and prices for consumers.

• Either proposed deal is expected to face government regulatory review. The outcome of this process could impact the final terms of a merger or block it.

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