Paramount Skydance on Monday escalated a months‑long takeover battle for Warner Bros. Discovery, launching an all‑cash, $30‑per‑share tender offer — a move that takes the fight straight to WBD shareholders after the company’s board recommended Netflix’s competing deal.
The offer values the entire company at roughly $108.4 billion on an enterprise basis, and Paramount says its bid is backstopped by the Ellison family and RedBird Capital, with $54 billion of committed debt financing from Bank of America, Citi and Apollo Global Management. CEO David Ellison framed the campaign bluntly: 'We’re really here to finish what we started.'
What Paramount is proposing
Paramount’s tender offer covers all of Warner Bros. Discovery — including the Global Networks business (CNN, TNT, the Food Network, etc.) — unlike Netflix’s agreement, which buys WBD’s film studios and streaming assets and leaves linear TV to be spun out. Paramount says its all‑cash deal gives shareholders more immediate value and a faster, less risky path to closing. Industry sources and filings show Netflix agreed to a $72 billion deal for the studio and streaming pieces, implicitly trading the whole‑company comparison for a mix of cash and stock and an anticipated spin‑out of the linear networks.
Paramount’s move follows repeated private offers and public criticisms of the auction process. Company executives argue the WBD board has favored Netflix based on an optimistic valuation of the linear networks and that shareholders deserve the chance to weigh the superior cash offer directly.
The regulatory and political backdrop
Both suitors face heavy scrutiny. Netflix’s proposed acquisition has already raised antitrust alarms — critics warn that combining Netflix with HBO/HBO Max and Warner’s library could give a single platform extraordinary global SVOD reach. That concern drew public comment from President Donald Trump over the weekend, and lawmakers and Hollywood unions have voiced opposition. Paramount counters that a Paramount‑WBD combination would have a shorter regulatory runway and be more pro‑competitive than a Netflix consolidation.
Legal and political hurdles could stretch any closing timetable. Netflix’s agreement includes hefty contingencies: regulatory approval is central, and filings show a $5.8 billion payment tied to the deal if it fails to win clearance. Meanwhile, filings say WBD would owe about $2.8 billion if the company abandons the Netflix transaction to pursue another buyer.
How a hostile tender offer works — and why shareholders matter
By going hostile, Paramount is bypassing the board and asking shareholders to tender their shares directly. If enough shareholders accept before the tender deadline, Paramount could take control even over the board’s recommendation. That sets up what will likely be a dramatic public persuasion campaign: proxy mailings, targeted outreach to institutional holders, and counterarguments from WBD and Netflix aimed at protecting the existing agreement.
The practical calculus for shareholders will hinge on timing, cash certainty and regulatory risk. Paramount is pitching finality and immediate cash. Netflix is pitching a strategic carve‑out that, its backers say, could unlock long‑term upside in the streaming era despite a more complex regulatory profile.
What Hollywood and the industry are saying
Hollywood guilds and theater operators have largely viewed the Netflix deal warily; some industry unions have called for blocking it, arguing it could squeeze creators and theaters. Paramount has tried to win hearts on that front, arguing its ownership would mean more theatrical releases and competitive content spending. Expect labor groups, exhibitors and European regulators — where concentration risks are often scrutinized closely — to be key voices in the fight.
The road ahead
This is not a quick two‑week skirmish. Even if shareholders prefer Paramount’s cash, regulators in the U.S., EU and elsewhere could take months to vet either combination. Netflix’s plan to buy only studios and streaming assets and spin off linear networks was designed to reduce antitrust exposure; Paramount insists its smaller scale makes approvals easier. Either way, the industry will be watching every filing, meeting and statement.
For consumers and the exhibition business, the outcome could reshape how big films are financed, where they premiere and who controls what gets shown in theaters vs. on screens at home. As consolidation presses on, questions about market power, creative health and jobs will follow the legal and shareholder maneuvers.
Paramount has also launched a public campaign outlining its case, including a website and outreach aimed at shareholders and Hollywood stakeholders. Meanwhile, the ongoing joust adds another twist to a broader reshuffle of media: platforms, studios and device makers are all jockeying for distribution advantages, and that fight extends beyond corporate balance sheets into product choices and consumer hardware — from smart TVs to set‑top boxes like the Apple TV and cloud streaming features on devices such as the PlayStation Portal.
Streaming rights, device strategies and distribution will evolve as the suitors press their cases. For a snapshot of how platform moves have been unsettling industry agreements lately, see coverage of recent shifts in digital movie distribution and partnerships at Google's pullback from Movies Anywhere.
This story is unfolding rapidly: legal filings, shareholder decisions and regulatory moves in the coming weeks will determine whether Paramount’s direct appeal can derail the Netflix arrangement — or if the streaming giant will hold onto the studio prize it insisted on during the auction.