Paramount, a Skydance Corporation, recently announced it has commenced an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery (WBD) for $30 per share in cash.
Last week WBD accepted Netflix’s $ 82.7billion offer for its streaming and studio assets. Days after Netflix sealed the deal, David Ellison’s outfit launched a hostile takeover bid worth $108.4 billion at the entire company.
Paramount’s proposed transaction is for the entirety of WBD, including the Global Networks segment. They mentioned in an official statement that their offer for the entirety of WBD provides shareholders $18 billion more in cash than the Netflix consideration.
“WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company. Our public offer, which is on the same terms we provided to the Warner Bros. Discovery board of directors in private, provides superior value, and a more certain and quicker path to completion,” said Paramount chairman and CEO Ellison in the statement. “We believe the WBD board of directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximise the value of their shares.”
Here are the highlights of Paramount’s proposal where they show the contrast with Netflix’s deal:
- Price: an all-cash offer at $30.00 per share, equating to an enterprise value of $108.4 billion, which represents a 139 per cent premium to the undisturbed WBD stock price of $12.54 as of 10 September 2025. In contrast, the Netflix proposal entails a volatile and complex structure valued at $27.75 mix of cash ($23.25) and stock ($4.50), subject to collar and the future performance of Netflix, equating to an enterprise value of $82.7 billion (excluding SpinCo).
- Structure: Paramount proposal is for all of WBD, without leaving WBD shareholders with a sub-scale and highly leveraged stub in Global Networks, as the Netflix agreement assumes.
- Timeline and regulatory certainty: According to the statement, Paramount is highly confident in achieving expeditious regulatory clearance for its proposed offer, as it enhances competition and is pro-consumer, while creating a strong champion for creative talent and consumer choice. In contrast, the Netflix transaction is predicated on the unrealistic assumption that its anticompetitive combination with WBD, which would entrench its monopoly with a 43 per cent share of global Subscription Video on Demand (SVOD) subscribers, could withstand multiple protracted regulatory challenges across the world. In many European Union countries the Netflix transaction would combine the dominant SVOD player with the number two or strong number three competitor. The Netflix transaction creates a clear risk of higher prices for consumers, lower pay for content creators and talent and the destruction of American and international theatrical exhibitors. Netflix has never undertaken large-scale acquisitions, resulting in increased execution risk which WBD shareholders would have to endure.
Despite Paramount submitting six proposals over the course of 12 weeks, WBD never engaged meaningfully with these proposals which they believe deliver the best outcome for WBD shareholders. Paramount has now taken its offer directly to WBD shareholders and its board of directors to ensure they have the opportunity to pursue this clearly superior alternative.
“We believe our offer will create a stronger Hollywood. It is in the best interests of the creative community, consumers and the movie theater industry. We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction. We look forward to working to expeditiously deliver this opportunity so that all stakeholders can begin to capitalise on the benefits of the combined company,” Ellison added.
The official statement also noted how the combination of Paramount and WBD would contribute to supply of high-quality content, support theatrical content, creating attractive direct-to-consumer footprint, technology leadership, broad sports rights portfolio and so on.
Some insiders whisper that Ellison’s ties to Donald Trump, whose father, Larry Ellison, is a longtime Trump ally, could smooth the regulatory path. The president has publicly praised the younger Ellison, and entertainment lawyers note that “the normal state of play” is “out the window” in an administration that values personal relationships over conventional antitrust analysis.
For now, Netflix holds the cards. But in Hollywood, where fortunes flip faster than scripts get rewritten, Paramount’s gambit has turned a done deal into a three-act thriller. The board may have chosen Netflix, but the shareholders haven’t voted yet.
