Warner Bros. Discovery announced that its board of directors will consider Paramount Skydance’s latest hostile takeover offer, including several new financial commitments, before formally accepting or rejecting the rival’s offer for a sale deal with Netflix.
Warner Bros. Discovery confirmed Tuesday that it has received a modified unsolicited tender offer from David Ellison’s Paramount Skydance Company to acquire all outstanding shares of WBD common stock.
The company issued a boilerplate statement saying the WBD board “will carefully consider and consider the Paramount Skydance proposal in accordance with the terms of WBD’s agreement with Netflix, in accordance with its fiduciary duties and in consultation with independent financial and legal advisors.”
For now, WBD’s board of directors “does not intend to amend its recommendation regarding the Netflix Merger Agreement. WBD will review the revised tender offer and will notify stockholders of the Board’s recommendation after that review is complete.” A response to Paramount’s latest proposal is expected within 10 business days.
WBD added that shareholders “are advised not to take any action at this time with respect to the revised Paramount Skydance tender offer.”
Earlier on Tuesday, Paramount raised the terms of its hostile $30 per share offer to WBD across the board. This included an additional commitment to pay Warner Bros. Discovery shareholders 25 cents per share (approximately $650 million in cash quarterly) if Paramount’s proposed acquisition of WBD is not completed beyond December 31, 2026. Among other new commitments, Paramount said it would pay Netflix a $2.8 billion termination fee if WBD shareholders accept Paramount’s offer.
Netflix and Warner Bros. Discovery originally announced the agreement on December 5th. Last month, as Paramount’s hostile takeover campaign continued, Netflix stepped up its $83 billion deal for Warner Bros. studios and HBO Max, replacing a previous cash and stock deal with an all-cash offer of $27.75 per share. Not included in the Netflix deal: Discovery Global, the entity that will house WBD’s linear TV properties such as CNN, TBS, and HGTV, as well as Discovery+, will be spun off from Warner Bros. Discovery.
