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The Warner Bros. Discovery (WBD) board has reaffirmed its support for the merger agreement with Netflix, while unanimously recommending that shareholders reject Paramount Skydance’s revised offer.
After a fresh review with independent financial and legal advisors, the board concluded that Netflix’s proposal continues to offer greater certainty, value, and lower execution risk for shareholders. The board said Paramount’s bid remains inadequate, citing concerns around financing structure, credit risk, and the potential costs to WBD if the deal were to fail.
Commenting on the development, Netflix co-CEOs Ted Sarandos and Greg Peters said the board’s decision recognises Netflix’s proposal as the “superior transaction” for shareholders, consumers, creators and the broader entertainment industry. They added that the merger would bring together complementary strengths across film, television and streaming, expanding creative opportunities and strengthening competition in the sector.
Under the December 5, 2025 agreement, Netflix will acquire Warner Bros., including its studios and HBO assets, in a cash-and-stock deal valued at $27.75 per share, with an enterprise value of about $82.7 billion. The deal preserves WBD’s planned Discovery Global spin-off and is expected to close within 12–18 months, subject to regulatory approvals.
The WBD board’s decision comes despite Paramount’s revised bid announced on December 22, which proposed a financing structure comprising $40 billion in equity personally guaranteed by Oracle co-founder Larry Ellison and $54 billion in debt. The board noted that the structure would further weaken Paramount’s already junk-rated credit profile and strain its cash flows, increasing the risk that the deal would not close.
Warner Bros. Discovery chairman Samuel Di Piazza said the company is not currently in discussions with Paramount but remains open to evaluating compelling proposals. The board, however, reiterated concerns over Paramount’s bid, including operating restrictions that could prevent the planned spin-off and additional termination costs of up to $4.7 billion if WBD were to abandon its agreement with Netflix.
