WBD board tells shareholders to reject Paramount Skydance takeover offer
The Paramount logo is displayed on the water tower at Paramount Studios in Los Angeles, California on December 8, 2025.
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Warner Bros. discovery On Wednesday, the board said it had unanimously recommended WBD shareholders reject a takeover bid. Paramount Skydance and stick to a “superior” offer netflix.
Last week, Paramount launched a hostile bid for WBD, making a $30 per share, all-cash offer directly to shareholders. Paramount Skydance CEO David Ellison argued that the deal, which has an equity value of $108.4 billion, is better than Netflix’s and that the Paramount-WBD combination will have a better chance of gaining regulatory approval.
Warner Bros. “After careful consideration of Paramount’s recently initiated tender offer, the Board concluded that the offer is inadequately valued and imposes significant risks and costs on our shareholders,” said Discovery chairman Samuel Di Piazza. he said. newsletter.
“This proposal once again fails to address the fundamental concerns we have consistently communicated to Paramount during our extensive engagement and review of six previous proposals,” Di Piazza said. “We believe our combination with Netflix represents superior, more definitive value for our shareholders and we look forward to delivering the impressive benefits of our combination.”
The WBD board noted that the Paramount offer included more than $40 billion in financing separate from the Ellison family, although Paramount claimed the financing had “full support” from the family.
“Despite its own extensive resources and numerous assurances by PSKY during our strategic review process that such a commitment would be realized, the Ellison family chose not to block PSKY’s offer,” the board said in a letter to shareholders. he said.
Netflix has proposed a cash-and-stock transaction for WBD’s streaming and studio assets at an equity value of $72 billion, or an enterprise value of approximately $83 billion, including debt. According to this agreement, Warner Bros. Discovery’s cable network portfolio will be spun off into a separate entity.
“Netflix made a compelling offer; it was cash-heavy, it had certainty of closing, it had a high termination fee, and they responded to the business issues we were concerned about,” Di Piazza told CNBC’s David Faber on “Squawk Box” Wednesday morning. “PSKY had every opportunity to deal with such a wide range of issues, but they chose not to.”
WBD noted that Netflix’s offer “does not require any equity financing and strong debt commitments,” given Netflix’s market capitalization of over $400 million.
Netflix said this on Wednesday Warner Bros. We ‘welcome’ Discovery board’s recommendation.
“This was a competitive process that delivered the best outcomes for consumers, creators, shareholders and the broader entertainment industry,” Netflix co-CEO Ted Sarandos said in a statement. he said. “Netflix and Warner Bros. complement each other, and we are excited to combine our strengths with our feature film division, world-class television studio, and iconic HBO brand, which will continue to focus on prestige television.”
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