Warner Bros. Discovery’s board is expected to formally reject Paramount Skydance’s amended hostile offer when it meets next week, according to multiple reports — a likely rebuff that nonetheless leaves the takeover fight very much alive.
Paramount’s revised pitch, unveiled late last month, tried to address the biggest worry: financing. The base price stayed the same — $30 a share in cash — but David Ellison’s backers leaned on family resources when Larry Ellison added an irrevocable personal guarantee of roughly $40.4 billion and the deal’s breakup fee was raised to about $5.8 billion, matching the protection Warner struck with Netflix.
That gesture, however, apparently wasn’t enough. Board members remain worried about the knock-on effects of switching suitors now. Warner—after all—has already accepted a deal with Netflix to sell its studio and streaming assets in a cash-and-stock transaction and plans to spin the remainder into a standalone linear-TV company next year. The corporate choreography needed for that separation — and the regulatory and financing uncertainty that would come from walking away from Netflix — is one reason directors are thought to lean toward saying no.
A tug-of-war with a lot at stake
Paramount’s tender offer goes straight to shareholders, who can tender their stock by the new Jan. 21 deadline and still withdraw before the cut-off. That makes the contest part legal joust, part public relations campaign: whichever bidder convinces a majority of shareholders — or makes the other bidder blink — will win.
For Warner’s board, the calculus isn’t purely financial. Directors have flagged concerns about preserving the company’s flexibility while the Netflix transaction closes; one sticking point is a $2.8 billion termination fee Warner could owe Netflix if it walks away. Regulators also loom large. Both prospective buyers have argued they have a path to approval, but the regulatory review for deals of this scale is unpredictable and politically charged.
And politics has crept into a transaction that might otherwise be framed as a classic media-industry deal. The Ellison family connection has invited public attention: President Trump has publicly weighed in on media consolidation and praised figures on both sides of the fight at different times, while also expressing unease about certain assets — notably CNN. Those comments add another layer of uncertainty for anyone trying to forecast how regulators and politicians will view a prospective suitor.
Analysts are divided. Some believe Paramount will ultimately have to raise the cash component if it wants to outmuscle Netflix. Others see the race as effectively neck-and-neck: Netflix can always counter, and the logistics of combining two major streaming and studio operations would be messy for any buyer.
Market reaction so far has been dramatic. Warner’s stock is up sharply this year, more than tripling from lows seen in 2024, as the company became a takeover prize and bidders surfaced.
Not everything about the fight is about movies and TV. The streaming ecosystem has been reshaped in recent years by platform moves and distribution deals that change how studios monetize content across devices and services. Recent platform shifts — from Google’s changes around Movies Anywhere to how podcasting and audio are increasingly folded into network strategies — are part of the broader context buyers must consider as they forecast future revenue streams and distribution costs. See how streaming relationships are shifting in coverage of Google pulling out of Movies Anywhere and recent platform upgrades like Apple’s podcasts update.
What happens next is familiar boardroom theater: Warner’s directors will take a vote next week. If they reject the bid, Paramount faces a choice — raise the offer, mount a longer campaign to win over shareholders, or walk away. If Paramount does increase the cash, Netflix would then have to decide whether to sweeten its own mix of stock-and-cash. Either way, the bidders are playing a long game that will be measured in regulatory filings, shareholder conversations and likely more public commentary.
For consumers and creators, the immediate implications are mixed. A sale to Paramount would keep Warner’s linear networks and legacy assets under a media-company owner with different priorities than Netflix, whose offer carves out the linear cable channels to remain independent. That affects everything from how films are released to how TV shows get marketed and monetized across streaming and linear windows. It also touches on distribution hardware and living-room viewing: streaming deals map directly to device ecosystems (fans will note how many services remain integrated with platforms such as the Apple TV), and the winner will influence which platforms get preferential access or promotional heft.
Reps for Warner Bros. Discovery and Paramount Skydance have declined to comment. Expect the next few weeks to feature terse SEC filings, shareholder outreach and plenty of analysts revising their odds as each side tests the waters. The board’s likely rejection is a major signpost — but in M&A, yesterday’s likely is often tomorrow’s pivot. For now, the board seems ready to stick with the Netflix path, while Paramount’s camp decides whether to raise the stakes or accept the loss.