Warner Bros. Discovery Board Rejects Paramount Bid, Backs Netflix Merger

Overview

• In a unanimous Jan. 7 decision, directors urged shareholders to oppose Paramount Skydance’s revised offer and to proceed with the existing Netflix transaction.
• Under the Netflix agreement, WBD investors would receive $27.75 per share, including $23.25 in cash plus Netflix stock, with WBD’s cable networks set to be spun off as Discovery Global before closing.
• Paramount’s public offer is $30 per share in cash with a larger breakup fee, backed by a reported personal guarantee from Larry Ellison to provide about $40.4 billion in equity financing.
• Warner says switching deals would cost about $4.7 billion, including a $2.8 billion termination fee to Netflix, and argues PSKY’s plan relies on more than $50 billion in new debt with roughly $94.65 billion in total financing versus its ~$14 billion market value, raising closing risk and imposing restrictive pre‑closing operating terms.
• Shareholders face a reported Jan. 21 decision timeline that could be extended, and either transaction is expected to undergo intensive U.S. antitrust review.