Warner Bros. Discovery Responds to Paramount’s Offer
Recently, Warner Bros. Discovery (WBD) firmly rejected a tender offer from Paramount Skydance (PSKY), stating it’s not in the best interest of the company or its shareholders. They believe that their agreement with Netflix offers more value and is much more secure.
WBD, represented by its Board of Directors, carefully evaluated PSKY’s offer, and concluded it doesn’t meet the necessary criteria for a “Superior Proposal,” especially when compared to their merger with Netflix. According to WBD, the value of PSKY’s offer is insufficient, creating significant risks and costs for their shareholders.
“We see substantial advantages in merging with Netflix,” said Samuel A. Di Piazza, Jr., Chair of the WBD Board. “This merger offers reliable value that we believe will benefit our shareholders significantly.”
WBD launched a public review of various strategic alternatives in October 2025. They had extensive discussions with multiple bidders, including PSKY. However, despite numerous chances to improve their proposal, PSKY failed to present anything better than the Netflix partnership.
Critically, concerns were raised about the credibility of PSKY’s financial backing. Although PSKY claims to have support from the Ellison family for their offer, WBD insists that no solid commitment exists. Their finance relies on a revocable trust, raising questions about stability and transparency.
The Netflix merger, on the other hand, comes with binding commitments from a financially robust company, providing shareholders with reliable cash and equity. WBD also pointed out that if they accept the PSKY offer, they’ll incur considerable expenses, including a $2.8 billion termination fee owed to Netflix.
Regulatory risks of both offers were reviewed as well, and WBD found no meaningful difference in potential hurdles. Netflix has even agreed to a higher regulatory termination fee than PSKY, emphasizing their commitment.
Looking back, such debates about mergers are not new. Similar circumstances occurred in previous high-stake acquisitions in the entertainment world where stability and shareholder interests were crucial. The importance of securing investor confidence remains paramount, especially in the current economic landscape where media companies navigate rapid changes.
As the merger with Netflix moves forward, WBD looks forward to capitalizing on the integration’s many benefits. The Board encourages all shareholders to consider the evaluation documented in their recent filings.
For more detailed information about the tender offer and its implications, check the official documents filed with the SEC at SEC.
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Warner Bros. Discovery, Inc.
