Warner Bros. Discovery’s board of directors has advised shareholders to reject Paramount Skydance Corporation’s hostile takeover offer and instead approve a previously announced merger agreement with Netflix, according to a statement released on Wednesday. After consulting independent financial and legal advisors, the board concluded that Netflix’s proposal offers better value for WBD shareholders than Paramount Skydance’s bid, which was made on December 8.
Under the Netflix agreement announced on December 5, Netflix will acquire Warner Bros.’ key assets, including its film and television studios, HBO Max and the HBO network.The deal values WBD shares at $27.75 per share, made up of $23.25 in cash and $4.50 in Netflix stock, using a collar mechanism. The total enterprise value of the transaction is approximately $82.7 billion.
BD shareholders will also receive shares from the planned separation of the company’s Global Linear Networks business, Discovery Global, which is expected to take place in Q3 2026.
Netflix calls deal pro-consumer and pro-growth
Netflix co-CEO Greg Peters said the deal would benefit audiences and creators. “This transaction is fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth.” Netflix also said it plans to continue traditional theatrical releases for Warner Bros. films, maintaining standard cinema windows.
Netflix has already filed under the Hart-Scott-Rodino Act and is engaging with competition regulators, including the US Department of Justice and the European Commission.
The company expects the deal to close within 12 to 18 months, subject to regulatory approvals. If completed, the acquisition would combine Netflix’s global streaming platform with Warner Bros.’ film division, television studio, and the HBO brand. Industry data cited in the release shows the combined Netflix–HBO/HBO Max entity would account for 9.2% of U.S. TV viewing, still trailing YouTube and Disney.
Separately, Affinity Partners, the investment firm led by Jared Kushner, confirmed it has stepped away from the group backing Paramount Skydance’s bid for WBD. The firm said it withdrew after two major bidders emerged for control of the media company, changing the nature of the investment. “The dynamics of the investment have changed significantly since we initially became involved in October,” Affinity Partners added that it still sees strategic value in Paramount’s proposal but no longer wishes to proceed under the new circumstances.
Paramount’s $108 billion bid for full takeover
Paramount Skydance CEO David Ellison announced an unexpected takeover bid on December 8, valuing Warner Bros. Discovery at more than $108 billion. Unlike the Netflix agreement, Paramount’s offer sought to acquire all of WBD’s assets. The bid was backed by funding commitments from Affinity Partners, Saudi Arabia’s Public Investment Fund, the Qatar Investment Authority, and a major Abu Dhabi-based investment fund. The proposal was also supported by David Ellison’s father, Oracle chairman and largest shareholder Larry Ellison.