Warner Bros. Discovery has once again reaffirmed its commitment to a merger with Netflix, rejecting an amended takeover offer from Paramount Skydance and advising shareholders to remain focused on the existing Netflix agreement. The company’s leadership says the Netflix deal offers greater certainty and superior value for shareholders compared with the rival bid — even though Paramount’s offer has a higher headline price.
In a letter sent to shareholders, Warner Bros. Discovery Board Chair Samuel A. Di Piazza Jr. said the board’s assessment was clear: Paramount’s proposal “remains inferior to our merger agreement with Netflix across multiple key areas” and poses unusual financing risks.
“Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed,” Di Piazza said. “Our binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs Paramount’s offer would impose on our shareholders.”
Warner Bros. Discovery’s board has been evaluating multiple offers and counteroffers in recent weeks, but the conclusion has remained consistent: the Netflix merger is a safer, better-structured transaction.
In the shareholder letter, the board stressed that Paramount’s bid — while larger in nominal value — is heavily reliant on debt financing and subject to uncertainty around deal completion. In contrast, the Netflix proposal is backed by a financially robust company with investment-grade credit and a clearer regulatory path, the board argued.
“The Paramount offer continues to provide insufficient value,” Di Piazza reiterated in a separate public statement. “Our agreement with Netflix will offer superior value at greater levels of certainty.”
Warner Bros. Discovery has formally recommended that shareholders not tender their shares to Paramount’s hostile offer — which remains open but expires in late January — and instead continue supporting the Netflix transaction.
The board’s letter urged investors to read a detailed Schedule 14D-9 filing outlining the rationale for its recommendation. Among the board’s key points was that Paramount’s offer does not meet the definition of a “Superior Proposal” under the terms of the merger agreement with Netflix, meaning the company is contractually obliged to pursue the Netflix deal unless a demonstrably better offer appears.
Paramount, led by CEO David Ellison, has continued to argue that its offer provides higher cash returns to shareholders and has sought to sweeten terms with additional financing guarantees. That includes a substantial equity commitment personally backed by Oracle co-founder Larry Ellison, David Ellison’s father.
Regulatory scrutiny of the potential Netflix merger remains intense, and both the U.S. Department of Justice and European competition authorities are reportedly reviewing the transaction’s implications for media competition. That scrutiny will likely continue into 2026 as regulators assess whether the combined Netflix–Warner entity could harm consumer choice or market dynamics.
