Discovery of Warner BrosThe board of directors of , Inc. urged shareholders to reject Paramount Skydance’s hostile takeover bid for the company, arguing it carries “significant” risks and costs.

The media giant said Wednesday that its board members determined that Paramount Skydance’s public offering was “not in the best interests” of the company or its shareholders, and that they continue to “unanimously” recommend a Netflix merger.

Warner Bros. Discovery agreed to sell its film and television studios and its streaming platform, HBO Max, to Netflix in a cash and stock deal valued at $27.75 per share, putting the equity value at $72 billion on Dec. 5. A few days after this announcement, Paramount announced a all cash bidding offer to acquire Warner Bros. for $30.00 per share in cash, with the company suggesting it was a “superior” offer.

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But after reviewing Paramount’s offer, the board argued that it doesn’t qualify as a “Superior Proposal” compared to the merger deal the company already announced with Netflix.

Aerial view of the Warner Bros. logo. shown at the Warner Bros. Water Tower. Studio on December 5, 2025 in Burbank, Califo. (Mario Tama/Getty Images/Getty Images)

In a letter to shareholders, the board reiterated that Paramount’s offer “offers inadequate value and imposes numerous and significant risks and costs.” The board also attacked the deal, saying it misled shareholders by promising that Paramount’s proposed transaction has a “full backstop” from the Ellison family, meaning a full guarantee to provide all the financing needed for the deal.

“It does not, and never has,” the board wrote.

Larry Ellison, co-founder of Oracle and his son David Ellison effectively took control of Paramount Global after its merger with Skydance Media closed in August. The Warner Brothers board argued that the Ellison family has never committed to fully cover the required financing, meaning that Paramount’s proposal has no guaranteed financing.

Warner Bros. Studio in Burbank, CA on Thursday, December 11, 2025. (Myung J. Chun/Los Angeles Times via Getty Images/Getty Images)

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“Although WBD (Warner Brothers Discovery) has repeatedly told him how important a full and unconditional funding commitment from the Ellison family was, and despite its own extensive resources, as well as multiple assurances from PSKY (Paramount Skydance) during our strategic review process that this commitment was being achieved, the Ellison family has chosen not to support,” wrote Paramount the PSKY.

In comparison, the board said the company’s merger with Netflix is ​​a binding agreement with enforceable commitments, requiring no equity financing and strong debt commitments. It is also fully backed by a public company with a market capitalization of more than $400 billion with an investment-grade balance sheet, the board said.

In this photo illustration, a man holds an iPhone that displays streaming apps from Netflix and Warner Bros. on your phone screen. (Anna Barclay/Getty Images/Getty Images)

‘SESAME STREET’ STREAMING AGREEMENT WITH NETFLIX

Under the terms of the Netflix deal, the streaming platform would acquire the film and television studios and streaming platform of Warner Bros. Discovery, HBO Max. Franchises, shows and movies like “The Big Bang Theory,” “The Sopranos,” “Game of Thrones,” “The Wizard of Oz” and DC Universe will join Netflix’s extensive portfolio.

Netflix said the deal will allow it to significantly expand US production capacity and continue to grow investment in original content over the long term, which the company says will create jobs and strengthen the entertainment industry.

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But the deal could face regulatory challenges, as some lawmakers argue the merger would give Netflix too much control over content and distribution.

Last month, Sen. Roger Marshall, R-Kan., sent a letter to the Justice Department and Federal Trade Commission saying a deal between the two companies would create one of the largest content consolidations in modern media history, harming consumers, workers and competition in the entertainment market.