Warner Bros. Discovery’s board — led by CEO David Zaslav — has formally rejected the latest $108 billion hostile takeover bid from Paramount Skydance (valued at $30 per share in cash) in early January 2026, continuing a months-long media industry showdown between rival bidders and signaling a preference for the company’s previously agreed merger with Netflix. Paramount’s bid, led by David Ellison’s Skydance Media and backed by billionaire Larry Ellison, aimed to acquire the entire Warner Bros. Discovery media conglomerate in an all-cash offer that eclipsed Netflix’s $82.7 billion cash-and-stock proposal, yet WBD’s board labeled it “inferior, risky and inadequate,” citing concerns over financing certainty and shareholder value.
In a detailed letter to shareholders, Warner Bros. Discovery reiterated that Paramount Skydance’s offer failed to meet the criteria of a “Superior Proposal” under the terms of its merger agreement with Netflix, emphasizing that the hostile bid’s structure contained significant risks, including a lack of a firm equity backstop and potential liabilities for WBD shareholders — such as an estimated $2.8 billion termination fee owed to Netflix if the Netflix deal were abandoned without Paramount offering reimbursement. The board also noted that Paramount’s financing relied on commitments that were not fully guaranteed, raising doubts about the certainty and speed with which the takeover could close relative to the Netflix transaction backed by a publicly traded company with a solid investment-grade balance sheet.
Paramount, for its part, defended its hostile offer, maintaining that the all-cash proposal of roughly $30 per share offered superior value and presented a clear path to close with regulators, and reiterating confidence in its financing — including significant equity commitments from the Ellison family trust — despite Warner Bros. Discovery’s contention that such backstops were illusory or insufficient. The bidding war has seen Paramount amend its offer multiple times, including raising the breakup fee to sweeten terms, but even after securing a personal guarantee for a $40.65 billion equity commitment, the board judged that the transaction did not sufficiently reduce downside risks or provide deal certainty compared with the Netflix alternative.
The conflict between the two transformational deals has played out against the broader backdrop of strategic realignment in the entertainment and streaming landscape. Paramount’s bid sought to combine its own extensive media assets — including legacy studios, Paramount+, and associated cable networks — with Warner Bros. Discovery’s vast library and operations, proposing a media giant larger than most rivals. By contrast, Netflix’s ongoing offer focuses primarily on acquiring WBD’s studio and streaming businesses while spinning off separate assets, a structure the WBD board believes avoids certain regulatory and operational uncertainties inherent in a full takeover.
Market reactions have reflected this uncertainty: Warner Bros. Discovery’s stock price has at times dipped on news of the rejected bid while Netflix shares have responded positively to continued support for its merger deal. Shareholders still have the opportunity to tender their shares to Paramount under the current tender offer through extended deadlines, but without an increase in the offer price or additional guarantees that address the board’s concerns, WBD’s leadership appears committed to advancing its merger with Netflix as the superior and more certain path for creating long-term shareholder value.
The head-to-head struggle between Paramount Skydance’s $108 billion bid and the Netflix merger — and Zaslav’s rejection of the former in favor of the latter — highlights the complexity of modern media M&A, where financing certainty, regulatory risk, and strategic fit can outweigh headline deal values in the boardroom calculus.
