Paramount Skydance Continues to Insist Its Warner Bros. Discovery Offer Is Better Than Netflix’s Deal

Paramount Skydance‘s David Ellison is still trying to make its case to Warner Bros. Discovery shareholders that it’s the better suitor — after WBD’s board again rejected its latest takeover offer this week.

In an announcement Thursday, Paramount noted the “Warner Bros. Discovery decision not to engage on Paramount’s $30.00 per share, fully financed all-cash offer to acquire all of WBD.” On Wednesday, WBD’s board formally rejected Paramount’s latest offer, telling shareholders it recommended the $83 billion sale of Warner Bros. studios and HBO Max to Netflix.

“Throughout this process, Paramount has diligently and constructively addressed each concern raised by WBD,” said Paramount Skydance, which was formed by the takeover of Paramount Global by David Ellison’s Skydance Media.

Paramount Global did not signal any plans to raise its per-share offer for Warner Bros. Discovery higher than $30.

According to Paramount, in its Dec. 22 amended proposal and subsequent filings, the company “cured every issue raised by WBD” on Dec. 17, “most notably by providing an irrevocable personal guarantee by Larry Ellison for the equity portion of the financing.” Nevertheless, WBD continues to raise issues in Paramount’s offer that we have already addressed, including flexibility in interim operations.

“Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion,” David Ellison, Paramount Skydance’s chairman and CEO, said in a statement. “Throughout this process, we have worked hard for WBD shareholders and remain committed to engaging with them on the merits of our superior bid and advancing our ongoing regulatory review process.”

Paramount’s argued that the Netflix deal “contains multiple uncertain components and has already decreased in total value. When announced in December, the Netflix transaction offered WBD shareholders $23.25 in cash, $4.50 in Netflix stock and a share in the pending spin-off of Discovery Global. Today, Netflix’s stock price is trading well beneath the low end of its collar, reducing the value offered to WBD shareholders.”

In addition, according to Paramount, while the WBD board “has not disclosed any analysis to help its shareholders value their potential ongoing ownership of the linear stub, Versant Media, its closest comparable, debuted shares this week and its performance to date illustrates the challenged path ahead for Discovery Global.” According to Paramount’s analysis, the total value of the Netflix transaction to WBD shareholders currently is $27.42/share, given the decline in Netflix’s share price since that deal was announced – implying that shares in the proposed Discovery Global spin-off are worthless under the Netflix deal.

Under Netflix’s agreement with WBD, the streaming giant would pay $27.75/share for Warner Bros.’s films and TV studios businesses, HBO and HBO Max, and games division. That transaction would be completed after WBD’s spin-off in the third quarter of 2026 of Discovery Global, which is set to include CNN, TBS, HGTV, Food Network and Discovery+.

“The ball is once again in [Paramount Skydance’s] court,” Bernstein & Co. analyst Laurent Yoon wrote in a research note. A “modest increase” in Paramount’s WBD bid “would likely only trigger another round of tit-for-tat. NFLX seems determined to move forward, backed by a superior balance sheet and growing cash flow — resources that even the second-richest man in the world” — meaning Oracle co-founder and multibillionaire Larry Ellison — “could not easily match.”