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Warner Bros. Discovery (WBD) has advised its shareholders to reject a revised takeover proposal from rival Paramount, arguing that the offer falls short of the value and certainty provided by Netflix’s bid.
Paramount updated its hostile offer in mid-December, adding a personal financing guarantee of more than $40 billion from technology billionaire Larry Ellison, a known ally of U.S. President Donald Trump.
Ellison’s son, David, serves as chief executive of Paramount Skydance, which controls the legacy Hollywood studio alongside major television networks such as CBS.
In a statement, Warner Bros. said its board had unanimously concluded that Paramount Skydance’s tender offer was not in the best interests of the company or its shareholders and failed to qualify as a “superior proposal” under the terms of WBD’s merger agreement with Netflix.
Netflix sent shockwaves through the entertainment industry on December 5 when it announced a deal to acquire Warner Bros.’ film and television studio and the HBO Max streaming business for nearly $83 billion, marking the largest media consolidation of the decade.
Just days later, Paramount countered with an all-cash offer valuing WBD at $108.4 billion, before revising the proposal weeks afterward to address concerns over heavy debt financing.
Warner Bros. board chairman Samuel Piazza said the Paramount offer continued to fall short, citing inadequate value, excessive reliance on debt, increased execution risks, and insufficient protections for shareholders if the transaction were to collapse.
Unlike Netflix’s proposal, Paramount’s bid would also involve the acquisition of cable networks such as CNN, TNT, TBS and Discovery, adding them to its existing portfolio that includes CBS, MTV and Comedy Central.
The high-stakes bidding contest, which is expected to significantly reshape Hollywood and the U.S. media, has attracted attention from the White House and is likely to face intense regulatory scrutiny.
President Donald Trump has indicated that he intends to play a role in any decision related to the merger.
