WBD Board of Directors Notifies Shareholders to Reject Paramount Skydance Acquisition Offer


The Paramount logo is displayed on the water tower at Paramount Studios on December 8, 2025 in Los Angeles, California.

Mario Tama | Getty Images

this Warner Bros. Discovery The board of directors said on Wednesday it unanimously recommended that WBD shareholders reject the offer from paramount skydance and stick with the “better” advice Netflix.

Last week, Paramount launched Hostile takeover of WBDmaking an all-cash offer of $30 per share directly to shareholders. Paramount Skydance CEO David Ellison said the deal, equivalent to an enterprise value of $108.4 billion, was better than the Netflix deal and that the Paramount-WBD merger was more likely to win regulatory approval.

“After careful evaluation of Paramount’s recent tender offer, the board concluded that the offer was insufficiently valuable and resulted in significant risk and cost to our shareholders,” Samuel Di Piazza, chairman of Warner Bros. Discovery’s board of directors, said in a statement. Press release.

“This proposal once again fails to address key issues that we have communicated to Paramount during our extensive engagement and review of Paramount’s six previous proposals,” Di Piazza said. “We believe a merger with Netflix will deliver superior and more certain value to our shareholders and we look forward to delivering compelling benefits from the combination.”

The WBD board noted that Paramount’s bid included more than $40 billion in financing unrelated to the Ellison family, although Paramount claimed the funding had the “full support” of the Ellison family.

“Despite the Ellison family’s sufficient resources and PSKY’s repeated assurances during our strategic review process that such a commitment was imminent, they have chosen not to support PSKY’s tender offer,” the board said in a letter to shareholders.

Di Piazza told CNBC David Faber The board wanted Ellison’s father, billionaire Oracle co-founder Larry Ellison, to be more involved, the board said Wednesday morning on “Squawk Box.”

“We have no confidence that one of the richest men in the world will be there at the closing,” Di Piazza said. “It’s good to get a deal, it’s even better to get a deal done.”

Netflix proposes a Cash and stock deal for WBD streaming and studio assetswith an equity value of approximately $72 billion and an enterprise value of approximately $83 billion (including debt). Under the agreement, Warner Bros. Discovery’s portfolio of cable networks will be spun off into a separate entity.

“Netflix made a compelling offer – cash was abundant, deal certainty was high, the termination fee was high, and they were responsive to the operational issues we were concerned about,” Di Piazza told CNBC. “PSKY had every opportunity to address such a broad range of issues, but they chose not to do so.”

WBD pointed out that given Netflix’s market valuation of more than $400 million, the Netflix acquisition “does not require any equity financing and strong debt commitments.”

“It’s not a hard choice,” DiPiazza told CNBC.

He also dismissed antitrust concerns surrounding both proposals: “Both deals can be done. Both deals have to be fought through the (Department of Justice).”

Netflix said Wednesday ‘Welcome’ recommendations from Warner Bros. Discovery Council.

“This is a competitive process that delivers the best results for consumers, creators, shareholders and the broader entertainment industry,” Netflix co-CEO Ted Sarandos said in a statement. “Netflix and Warner Bros. complement each other, and we are excited to combine our strengths with their theatrical film division, world-class television studios and iconic HBO brand, which will continue to focus on premium television.”

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