The board of Warner Bros. Discovery (WBD) on Wednesday recommended that shareholders reject Paramount’s acquisition offer and instead support the deal reached with Netflix, which it described as a “superior” proposal.
“The Warner Bros. Discovery Board unanimously reiterates its recommendation in support of the Netflix combination and recommends that WBD shareholders reject Paramount Skydance’s (PSKY) offer,” the board said in a statement.
The board stated that Paramount’s $108.4 billion offer is not in the “best interests” of Warner Bros. Discovery or its shareholders and does not meet the criteria of a “Superior Proposal” under the terms of WBD’s merger agreement with Netflix, which was announced on Dec. 5, 2025.
Netflix previously announced that it had reached an agreement with Warner Bros. Discovery to acquire the company’s film and television studios, including HBO Max and HBO, in a transaction that values the assets at $72 billion in equity and $82.7 billion in total enterprise value.
Subsequently, media and entertainment company Paramount announced that it had made an offer to acquire all outstanding shares of Warner Bros. Discovery for $30 per share in cash, implying a total enterprise value of $108.4 billion.
“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate and imposes significant risks and costs on our shareholders,” said Samuel Di Piazza Jr., chair of the Warner Bros. Discovery Board of Directors.
“This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders, and we look forward to delivering on the compelling benefits of our combination,” Di Piazza added.
The statement noted that Paramount’s offer carries an unacceptable level of risk and downside potential for WBD shareholders and reminded investors that accepting the proposal would require Warner Bros. Discovery to pay Netflix a $2.8 billion termination fee.
“We look forward to moving ahead with our merger with Netflix and realizing the clear and substantial value it will create for shareholders,” the statement concluded.
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