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Netflix Amends Warner Bros. Discovery Acquisition Offer to All-Cash Bid

2026-01-20

The BareStory

Netflix has revised its proposal to acquire assets from Warner Bros. Discovery (WBD), shifting from a mix of cash and stock to an all-cash transaction. According to an SEC filing submitted on Tuesday, the new offer is valued at $27.75 per share. The amendment modifies a merger agreement initially reached in December, with the boards of both companies approving the updated terms.

Under the revised deal, Netflix seeks to acquire the Warner Bros. film studio and the HBO Max streaming platform. WBD’s cable television networks would be spun off into a separate publicly traded entity named Discovery Global. WBD stockholders are set to receive the cash payment from Netflix as well as shares in the new Discovery Global company. Netflix stated that the move to an all-cash structure is intended to clarify the deal's value and accelerate the process toward a shareholder vote.

To facilitate the transaction, WBD filed a preliminary proxy statement on Tuesday. The amendment comes as WBD faces a competing hostile takeover attempt from Paramount Skydance. Paramount has launched a proxy fight, signaling its intent to nominate a slate of directors to the WBD board at the company's 2026 annual meeting. The WBD board has repeatedly recommended that shareholders reject the Paramount Skydance bid in favor of the agreement with Netflix.

Left Perspective

  • Shift to an all-cash transaction structure
  • Creation of a new spun-off entity
  • Official recommendation against the hostile bidder

Right Perspective

  • Launch of a competing hostile takeover
  • Initiation of a proxy fight for board control
  • Continued pressure on the existing agreement

How it may affect me

As a U.S. reader: If the deal proceeds, Netflix would acquire HBO Max and the Warner Bros. film studio, potentially shifting how subscribers access streaming content and major film releases.

Cable television viewers may see WBD networks operate under a newly formed independent company named Discovery Global rather than the current parent corporation.

U.S. investors owning WBD stock are positioned to receive a cash payout of $27.75 per share plus ownership stakes in the spun-off cable business.

The competing hostile takeover bid by Paramount Skydance creates uncertainty regarding the long-term ownership and management direction of these media assets leading up to 2026.

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