NEW YORK—The ongoing takeover saga for Warner Brothers Discovery has taken a new twist with a determination by the WBD board that a Feb. 24 revised takeover offer of about $111 billion from Paramount Skydance constitutes a "Company Superior Proposal" as defined in WBD’s merger agreement with Netflix, Inc.
WBD said that under the terms of the previously accepted Netflix merger agreement, it has notified Netflix about the determination, triggering a period of four business days during which Netflix has the right to propose revisions to the Netflix merger agreement. If it does not improve the bid, WBD would be entitled to terminate the Netflix agreement.
In response to the news, Paramount issued a statement saying that "Paramount welcomes the WBD Board's determination and looks forward to continuing to engage constructively with WBD to deliver the benefits of Paramount's proposal to WBD shareholders, the creative community and consumers."
WBD’s Board stressed however that "[t]he Netflix Merger Agreement remains in effect, and the board continues to recommend in favor of the Netflix transaction and is not withdrawing or modifying its recommendation.”
Shareholders are currently scheduled to vote on the Netflix deal on March 20.
In early December, Netflix announced it has entered into an agreement to acquire the assets of Warner Bros. for $82.7 billion. Soon after the announcement of that transaction—which includes the acquisition of WB’s film and TV studios, HBO Max and HBO—Paramount has launched a hostile takeover bid for Warner Bros. Discovery with an all-cash tender offer to acquire all of the outstanding shares of Warner Bros. Discovery, Inc. for $30.00 per share in cash or about $108.4 billion.
WBD board rejected that offer, as well as a revised one, but Paramount Skydance sweetened its bid on Feb. 24. Unlike the Netflix offer, which would spin off some WBD cable assets into a separate company, the Paramount bid is for the whole company.
As disclosed by WBD on February 24, 2026, the revisited Paramount Skydance proposal includes a purchase price of $31.00 per WBD share in cash, plus a daily ticking fee equal to $0.25 per share per quarter beginning after September 30, 2026, as well as a $7 billion regulatory termination fee payable by PSKY in the event the transaction does not close due to regulatory matters, payment by PSKY of the $2.8 billion termination fee that WBD would be required to pay to Netflix to terminate the existing Netflix merger agreement, an obligation of Larry J. Ellison and an associated trust to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY’s lending banks, and a “Company Material Adverse Effect” definition that excludes the performance of WBD’s Global Linear Networks segment.
