Paramount hostile WBD bid to unseat Netflix: What to expect
David Ellison on Netflix’s “America’s Team: The Gambler and His Cowboys” at The Egyptian Theater on August 11, 2025 in Los Angeles, California.
Gilbert Flores | diversity | Getty Images
Paramount Skydance On Monday he laid out his plan to persuade Warner Bros. Discovery shareholders think this is a better buyer for the company netflix. The hostile bid sets up a conflict that could become complicated.
Paramount has formally initiated a tender offer for existing WBD shares at $30 per share, all cash. This offering is supported by $41 billion in equity financing. The remaining money will come from RedBird Capital and Jared Kushner’s Affinity Partners. Paramount also has $54 billion in debt commitments from Bank of America, Citi and Apollo Global Management.
Paramount’s tender offer will be open for 20 business days, Paramount Chief Strategy Officer Andy Gordon said in a conference call with investors Monday. Gordon, Warner Bros. He said Discovery had 10 days to respond, and after the 20 business days were up, Paramount had the option to extend the deadline to keep the offer open to WBD shareholders.
During this period, any shareholder of WBD can sell their shares to Paramount for $30. If Paramount buys 51% of the outstanding shares, it will control the company.
“We believe that [Paramount] The offering should attract meaningful traction, Raymond James stock analyst Ric Prentiss said in a note to clients. “However, we believe Netflix is committed to this agreement if [Paramount] “It seems to be gaining traction, we wouldn’t be surprised to see a backlash.”
Netflix co-CEO Ted Sarandos didn’t mention it much when he spoke at the conference on Monday, so we thought the backlash might come in the form of an increase in the Netflix offering. UBS Global Media and Communications Conference.
A prolonged struggle could invite lawsuits or proxy fights that eventually require the full vote of shareholders.
WBD’s board of directors said in a statement on Monday that it “has not changed its recommendation regarding the deal with Netflix.” It advised shareholders “not to take any action at this time with respect to Paramount Skydance’s offer.”
Still, the board said in a statement that “Paramount will carefully review and evaluate Skydance’s offer in accordance with the terms of Warner Bros. Discovery’s agreement with Netflix, Inc.”
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If WBD shareholders appear convinced that Paramount’s offer is superior, Warner Bros. Discovery management may resume friendly negotiations with Paramount to ensure it gets the best deal possible.
Paramount CEO David Ellison told CNBC’s David Faber on Monday that the company’s $30-per-share offer was not the “best and final” offer, suggesting that Paramount is open to paying more for WBD if discussions resume.
Ellison hopes to convince WBD shareholders that the $30-per-share, all-cash offer is worth more than Netflix’s $27.75-per-share cash-and-stock offer for WBD’s streaming and studio assets.
Ellison told CNBC on Monday that Netflix values linear cable networks, which are not part of its offering, at just $1 per share. WBD internally valued the business at about $3 per share, CNBC previously reported.
If WBD reaches a deal with Paramount, WBD will owe Netflix $2.8 billion in separation fees; This means Paramount may have to increase its offer or agree to pay the fee to accommodate the additional cost.
Regulatory tensions
Ellison said Monday that the prospect of regulatory approval for Paramount, combined with what he sees as a higher bid, should convince shareholders that WBD’s board made a mistake in choosing Netflix’s bid.
Ellison said that the Netflix-HBO max combination would “create a broadcaster on a scale that would be bad for Hollywood and bad for the consumer” and that it would be “anti-competitive in basically every way.”
Sarandos disagreed.
“We are extremely confident that we will get over the line and get it done,” Sarandos said at a UBS conference on Monday.
Sarandos also cited Paramount’s $6 billion synergy estimate, stating that potential cost cuts would likely mean job losses.
“We are not cutting jobs, we are providing employment,” Sarandos said.
