Warner Bros. Again Rejects Paramount Buyout, Endorses Netflix Acquisition

Warner Bros. Discovery (WBD) once again turned down Paramount‘s takeover bid and advised its shareholders on Wednesday to stick with Netflix‘s offer.

The company’s leadership has consistently turned down Paramount, which is now owned by David Ellison’s Skydance and backed by his father, billionaire Larry Ellison, arguing that even a personal guarantee from one of the world’s wealthiest individuals cannot offset the deal’s complicated financing. This comes after WBD urged shareholders just weeks ago to support its planned sale of streaming and studio operations to Netflix.

In a letter to shareholders on Wednesday, WBD voiced concerns about a deal with Paramount, characterizing the offer as a leveraged buyout, noting the significant debt involved, and flagged operational limitations tied to the offer that could, in its view, “hamper WBD’s ability to perform” during the course of the transaction.

WBD Chair Samuel Di Piazza Jr. said that Paramount’s proposal is not aligned with the company’s or shareholders’ best interests: “Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed.” He added that the company’s deal with Netflix “will offer superior value at greater levels of certainty.”

WBD’s board also cautioned that if the Paramount deal falls through, “WBD shareholders would be left with shares in a business that has been restricted from pursuing its key initiatives for up to 18 months,” and noted that Paramount has not guaranteed payment of the $2.8 billion breakup fee that would be owed to Netflix if its existing deal were terminated.

Despite WBD’s rejection, Paramount’s bid remains active, with shareholders able to tender their shares until January 21. Paramount launched its hostile takeover attempt after losing a December 2025 bidding battle to Netflix.

Netflix’s offer to acquire WBD’s studio and streaming operations stands at $27.75 per share, valuing the deal at an enterprise value of $82.7 billion and an equity value of $72 billion.

Paramount’s competing proposal, by contrast, offers $30 per share for all of WBD, including its television networks, representing an enterprise value of $108.4 billion and an equity value of $77.9 billion. Late last month, Paramount announced an “irrevocable personal guarantee” from Larry Ellison to support $40.4 billion in equity financing and raised its promised payout to shareholders to $5.8 billion if regulators block the deal, matching Netflix’s breakup fee.

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