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Netflix Switches to All-Cash Bid for Warner Bros. Discovery as Board Clears Path to Vote

Warner Bros. Discovery’s board backs the revised offer, setting up a spring shareholder decision.

Overview

  • Netflix and Warner Bros. Discovery amended their agreement to pay $27.75 per share entirely in cash for the studios, library and HBO Max, maintaining an enterprise value near $82.7 billion.
  • Warner Bros. Discovery said shareholders would also receive equity in the planned Discovery Global spinoff and disclosed proxy valuation ranges of roughly $1.33 to $6.86 per share for the new company.
  • Paramount Skydance continues to push a hostile $30-per-share tender for the entire company, has sued in Delaware for more disclosures after a failed bid to expedite, and is preparing a proxy slate.
  • Netflix has secured bridge financing and paused share buybacks to fund the acquisition, while Warner Bros. Discovery highlights lower leverage and investment‑grade credit under a Netflix tie-up versus a higher-debt outcome with Paramount.
  • After Netflix’s Q4 beat, investor focus shifted to the takeover race, regulatory scrutiny and financing, with Netflix shares down more than 5% after hours and a Warner Bros. Discovery vote expected as soon as April.