Netflix slammed Paramount’s “antics” and blasted the David Ellison company for misleading Warner Bros. Discovery shareholders on the regulatory landscape in an aggressive defense of its own WBD deal.
That agreement, signed last December and unanimously approved by the WBD board, will be put to a vote by Warner shareholders on March 20, Warner announced today even as it simultaneously unveiled plans to engage with Paramount for a seven-day window through Feb 23.
Paramount has been attempting for months to derail the Netflix transaction with a series of hostile offers.
“Throughout the robust and highly competitive strategic review process, Netflix has consistently taken a constructive, responsive approach with WBD, in stark contrast to Paramount Skydance. While we are confident that our transaction provides superior value and certainty, we recognize the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY’s antics. Accordingly, we granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matter,” Netflix said.
“This does not change the fact that we have the only signed, board-recommended agreement with WBD, and ours is the only certain path to delivering value to WBD’s stockholders,” it insisted, zeroing in on regulatory approvals
“Netflix is confident that our transaction, a largely vertical merger of complementary assets, has a clear path to timely regulatory approval,” it said. Netflix and WBD have each submitted their Hart-Scott-Rodino filings and are “engaged constructively” with competition authorities globally including the DOJ, state Attorneys General, the European Commission, and the U.K. Competition and Markets Authority.
“By contrast, PSKY has repeatedly mischaracterized the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world. WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval – it does not,” said the streamer led by Ted Sarandos and Greg Peters.
It ridiculed Paramount for publicizing “routine checkpoints” to exaggerate ‘progress’. “For example, PSKY cited securing German FDI clearance on January 27, 2026, as evidence of their ‘regulatory certainty.’ In fact, Netflix received German FDI clearance on the very same day.”
It anticipated scrutiny on foreign funding behind PSKY’s bid – namely the Middle East sovereign wealth funds that will be passive investors. It insisted regulators will focus on horizontal overlaps (two of the five major Hollywood studios, two major news networks) and the impact on competition, job losses, reduced output, and downward pressure on wages for film and television workers –- with pain set to result from the high debt of the combined company.
Paramount has predicted up to $6 billion in cost savings. Much of that is likely to be realized through layoffs. Netflix, instead, calculates that the leverage of a combined Para-WBD leverage could require as much as $16 billion in cuts.
It claimed PSKY, which is set to release its latest quarterly earnings next week, is already undershooting its financial projections. Paramount and Skydance merged last August. “This extraordinary execution risk and track record of operational underperformance could impact PSKY’s ability to fund and close a transaction,” it said.
“Netflix’s strong cash flow generation supports our all-cash transaction structure while preserving a healthy balance sheet and flexibility to capitalize on future strategic priorities. A combined Netflix and Warner Bros. will strengthen the entertainment industry, preserve choice and value for consumers, and give creators more opportunities.”
Critics of the Netflix deal, are there are many including guilds, exhibitors and select lawmakers, doubt the streamer’s newfound commitment to theatrical windows and are also concerned about the cost cuts and the threat of a monopoly in streaming with HBO Max in the Netflix fold.
