The Warner Bros. Discovery board of directors has formally rejected the acquisition proposal from Paramount and Skydance Media, which valued the company at approximately $108 billion, or $30 per share. The board unanimously reaffirmed its support for the previously announced merger agreement with Netflix.
The board stated that Paramount's proposal was "materially inferior" to Netflix's terms in terms of value, certainty, and risk management, urging shareholders to reject the offer.
In a statement, Warner Bros. Discovery indicated that the acquisition proposal from Paramount and Skydance Media did not meet the "superior proposal" standard defined in its merger agreement with Netflix, and introduced excessive uncertainty for the company and its shareholders. In contrast, Netflix's offer to acquire Warner Bros. Pictures, HBO, and HBO Max for $27.75 per share features a clear transaction structure and funding sources, with the deal expected to proceed following the completion of the Discovery Global spin-off in Q3 2026.
In a letter to shareholders, the board directly stated that while Paramount repeatedly claimed its transaction had a "fully funded guarantee" from the Ellison family, it had not actually provided a binding commitment. According to Warner Bros. Discovery, the funding sources in Paramount's latest proposal relied partly on opaque and revocable trust mechanisms, which could not replace the formal guarantee provided by a controlling shareholder, thereby increasing the risk of the deal's failure.
Furthermore, Warner Bros. Discovery questioned Paramount's projected high cost synergies, deeming the figures overly aggressive. The company suggested that forcibly realizing such synergies could potentially weaken Hollywood's overall creative and production capabilities. In contrast, Netflix's estimated cost synergies were considered more conservative and did not involve large-scale integration of television network assets, making them appear more feasible.
Chairman Samuel Di Piazza Jr. stated that the board had thoroughly evaluated Paramount's numerous past proposals and determined that they consistently failed to address core concerns. Warner Bros. Discovery believes that the merger with Netflix will provide shareholders with greater certainty and long-term value, while also laying a more solid foundation for the company's future in the streaming and film and television production sectors.
via： Variety