Paramount Emerges Ahead in Warner Bros. Discovery Takeover Fight as Netflix’s Clock Starts Ticking

Warner Bros. Discovery’s (WBD) takeover battle has entered a critical stretch, as the company’s board of directors said on Thursday that the revised offer from Paramount Skydance is now considered “superior” to its existing merger agreement with Netflix, triggering a four-business-day window for Netflix to respond with improved terms.

In a statement, WBD said it had formally notified Netflix that the new proposal from Paramount qualifies as a “Company Superior Proposal.” Under the terms of the current merger agreement, that designation gives Netflix the opportunity to revise its bid so the Paramount offer would no longer be deemed superior.

Details of the Competing Offers

Paramount is seeking to acquire all of WBD—that includes its cable networks, studio business, and streaming asset. Paramount’s revised proposal is valued at $31 per share, up from $30 per share, and includes several additional financial incentives designed to strengthen its appeal.

Among them:

• A “ticking fee” payable to shareholders of $0.25 per share per quarter beginning after September 30, 2026.
• A $7 billion regulatory termination fee if the deal fails to close due to regulatory issues.
• An agreement by Paramount to cover the $2.8 billion breakup fee WBD would owe Netflix if it terminates the current merger agreement.

“We are pleased WBD’s Board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing,” Paramount CEO David Ellison said in a statement.

The revised offer followed days of negotiations between Paramount and WBD, with Netflix permitting a formal negotiating window to resolve the competing bids.

By contrast, Netflix’s existing agreement values the transaction at $27.75 per share and is structured as an acquisition of WBD’s studio and streaming assets, rather than the entirety of the company.

Paramount’s Financial Pressure

Paramount’s pursuit of WBD comes amid financial pressure of its own. In its fourth-quarter 2025 earnings report released Wednesday, the company posted a loss of $573 million, widening from a $224 million loss in the same quarter a year earlier. Ellison framed a potential acquisition of WBD as a way to strengthen Paramount’s financial position and accelerate its broader strategic objectives, describing the company as “an accelerant” to achieving those goals more quickly.

What Happens Next

For now, WBD has not withdrawn its support for the Netflix deal and is standing by its existing agreement with Netflix. WBD shareholders will vote on the transaction on March 20, 2026.

That position, however, is conditional. If Netflix chooses not to revise its offer or submits changes that the board determines still fall short of the value included in the Paramount proposal, WBD would be permitted to terminate the Netflix agreement and shift its recommendation to shareholders in favor of Paramount’s bid.

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