Warner Bros. Discovery Says Over 93% of Shareholders Rejected Paramount’s Bid

Paramount Skydance disclosed in an SEC filing that it has extended the deadline for Warner Bros. Discovery (WBD) shareholders to tender their shares into Paramount’s offer. The original deadline of Wednesday, January 21, 2026, has been pushed back to February 20, 2026, as Paramount CEO David Ellison and his senior executive team continue meeting with WBD investors in an effort to drum up support.

WBD pushed back on Paramount’s filing, stating that Paramount’s campaign has failed to gain significant traction, with more than 93% of its shareholders rejecting the hostile takeover bid as WBD pushes the planned sale of its studio and streaming assets to Netflix.

In a statement, WBD said: “Once again, Paramount continues to make the same offer our Board has repeatedly and unanimously rejected in favor of a superior merger agreement with Netflix. It’s also clear our shareholders agree, with more than 93% also rejecting Paramount’s inferior scheme. We are confident in our ability to achieve regulatory approval for the Netflix merger and look forward to delivering the tremendous and certain value our agreement will provide to Warner Bros. Discovery shareholders.”

Paramount must persuade stockholders who own more than 90% of WBD’s outstanding shares to support its bid by February 20, 2026. If it falls short, Paramount could again extend the deadline should it choose to continue its hostile takeover campaign.

Netflix and WBD reached their deal in December 2025, agreeing that Netflix would acquire WBD’s studio and streaming assets following the company’s planned corporate split. That transaction values the assets at $27.75 per share, with an equity value of $72 billion and an enterprise value of $82.7 billion.

WBD’s restructuring plan would separate its studio and streaming business from its linear television networks, which would be spun off into a new company called Discovery Global. The Netflix deal is expected to close 12 to 18 months after the original signing on December 4, 2025, pending regulatory approvals and a shareholder vote, and would be completed following WBD’s planned Q3 spin-off of Discovery Global.

The Netflix agreement was initially structured as a mix of $23.25 in cash and $4.50 in Netflix stock, but it has since been amended to an all-cash offer. That change undercut Paramount’s earlier claim that its proposal was superior because it did not include stock consideration.

Paramount, by contrast, is seeking to acquire all of WBD, including its cable networks, for $30 per share. That offer implies an equity value of $77.9 billion with an enterprise value of $108.4 billion. WBD has repeatedly rejected the proposal, characterizing it as a highly leveraged buyout that carries greater risk for shareholders.

The dispute has also spilled into court. Earlier this month, Paramount sued WBD’s board members, seeking to force additional disclosures, including detailed financial information on how Discovery Global is being valued ahead of the separation.

Paramount has argued that Discovery Global has little standalone value, previously asserting its shares would be worth $0.00, though it later conceded the company could have a theoretical merger-and-acquisition value of about $0.50 per share. Netflix and the WBD board have pushed back, saying Discovery Global’s assets would retain value in the open market.

Paramount criticized WBD for not fully disclosing how much debt will be assigned to Discovery Global, warning that any shift of the $17 billion debt back to WBD’s studio and streaming business could reduce the per-share payout to shareholders under the Netflix deal. WBD said Discovery Global’s net debt is expected to decline from $17 billion in June 2026 to $16.1 billion by year-end, and Netflix has agreed to lower the designated net debt by $260 million under the revised terms.

Netflix, for its part, said that under the latest terms of its agreement, it would assume $10.7 billion in Warner Bros. net debt. The acquisition would be funded through a combination of $20 billion in cash on hand and $52 billion in debt financing. For the all-cash $27.75 per share acquisition, Netflix has arranged $42.2 billion in debt financing through Wells Fargo, BNP, and HSBC.

Paramount’s bid is backed by billionaire Larry Ellison, father of Paramount’s CEO, who has personally pledged $40.4 billion toward the deal, alongside partners including RedBird Capital Partners and the sovereign wealth funds of Saudi Arabia, Qatar, and Abu Dhabi.

As part of its push to acquire WBD, Paramount is also planning a proxy fight to install a new slate of WBD board members that would back its offer instead of Netflix’s.

Featured image: Eric Gaillard/Reuters