Warner Bros. Discovery (WBD) has once again rejected Paramount Skydance’s hostile takeover bid, reaffirming its commitment to a $72 billion deal with Netflix to sell its studio and streaming assets. The board of WBD stated that Paramount’s $30-per-share all-cash offer, despite backing from billionaire Larry Ellison, remains “inferior” to the Netflix agreement in terms of value, regulatory clarity, and shareholder protections.

Board defends Netflix merger

Chairman Samuel Di Piazza emphasized that the Netflix transaction offers a compelling value and a clear path to closing, with protections for shareholders if unforeseen issues arise. “We have a signed merger agreement with Netflix. It’s a compelling value, a clear path to closing and protections for our shareholders if something stops the close, whatever that might be,” Di Piazza said in an interview.

Paramount, meanwhile, has sought to acquire WBD’s full portfolio, including its pay TV networks. Its initial bid came shortly after the Netflix deal was announced, and despite amendments and assurances from Larry Ellison’s family trust, the offer did not increase in monetary value or address all board concerns.

Shareholder concerns and pushback

Not all shareholders agree with the board’s stance. Pentwater Capital Management, WBD’s seventh-largest shareholder, criticized the board for not engaging more fully with Paramount’s revised proposal. CEO Matthew Halbower called the board’s rejection a potential missed opportunity, arguing that Paramount’s offer could be economically superior and lower in regulatory risk. Halbower urged the board to reconsider, warning that dismissing Paramount outright may constitute a breach of fiduciary duty.

Paramount’s efforts and limitations

Paramount first pursued WBD in September, making multiple offers before the formal sale process began. In late December, the company guaranteed backing from Larry Ellison to address earlier concerns about financial stability and transaction execution. However, the bid still did not increase, leaving the WBD board unconvinced.

The board highlighted that Paramount repeatedly failed to submit a proposal that addressed deficiencies previously identified, while the Netflix deal included clear resolutions to such issues. Paramount representatives have not commented publicly on the board’s latest rejection.

Netflix response and regulatory outlook

Netflix welcomed the board’s decision, reaffirming its commitment to the merger and ongoing discussions with regulators in the U.S. and Europe regarding antitrust concerns. Co-CEOs Ted Sarandos and Greg Peters described the Netflix deal as “the superior proposal that will deliver the greatest value to stockholders, as well as consumers, creators and the broader entertainment industry.”

As the battle for WBD’s assets continues, the board remains focused on maximizing shareholder value and ensuring a smooth transaction path, keeping Netflix firmly in the lead for the company’s future streaming and studio operations.