All-cash offer lifted to $31 per share
Warner Bros. Discovery said Tuesday that Paramount Skydance has increased its takeover proposal to $31 per share in cash, up from $30, intensifying a bidding contest that could challenge WBD’s existing merger agreement with Netflix.
The revised proposal was submitted during a seven-day waiver period that allowed WBD to reengage in discussions with Paramount despite its previously signed agreement with Netflix to sell its studio and streaming operations.
WBD confirmed it is reviewing the updated bid with financial and legal advisers while emphasizing that its current merger agreement with Netflix remains in effect. The board continues to recommend the Netflix transaction to shareholders at this stage.
Break-up protections and fee coverage
Under the new terms, Paramount’s all-cash $31-per-share proposal includes a $7 billion break-up fee if regulators block the merger. Paramount has also agreed to cover the $2.8 billion termination fee that WBD would owe Netflix should it walk away from that deal, along with an additional “ticking fee” tied to potential regulatory delays.
The WBD board has not yet concluded whether Paramount’s revised bid qualifies as a “Company Superior Proposal” under the Netflix merger agreement. Further discussions between the companies are expected.
If WBD ultimately determines that Paramount’s offer is superior, Netflix would have four days to submit an improved proposal.
Competing visions for media consolidation
Netflix agreed in December to acquire WBD’s studio and streaming assets for $27.75 per share, valuing those holdings at roughly $72 billion, with a total enterprise value near $82.7 billion.
Paramount subsequently launched a hostile tender offer at $30 per share for all outstanding WBD shares, seeking to acquire the broader business, including linear networks such as CNN, TBS, HGTV and TNT, along with digital brands like Bleacher Report and House of Highlights.
Regulatory hurdles ahead
A merger between Paramount and WBD would combine HBO Max with Paramount+ and unite two major Hollywood studios under one structure. It would also bring together major news brands including CNN and CBS News.
Both the Netflix deal and a potential Paramount-WBD merger would require regulatory approval in the United States and Europe. Antitrust scrutiny is likely for either path, given the significant concentration of content production, streaming platforms and broadcast assets involved.
The WBD board reiterated Tuesday that shareholders should take no action regarding Paramount’s tender offer until further notice.
