Paramount Skydance is responding aggressively to Netflix’s attempted takeover of Warner Bros. Discovery’s streaming and studio assets.
The David Ellison-owned Paramount Skydance group launched a hostile bid valued at $108.4 million U.S. to acquire WBD, just days after it was reported that Netflix would acquire its streaming and studio businesses.
Paramount’s offer goes beyond the streaming and studio businesses and seeks to acquire the cable assets.
From Paramount’s press release:
Paramount’s strategically and financially compelling offer to WBD shareholders provides a superior alternative to the Netflix (NASDAQ: NFLX) transaction, which offers inferior and uncertain value and exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash.
The Paramount offer for the entirety of WBD provides shareholders $18 billion more in cash than the Netflix consideration. WBD’s Board of Directors recommendation of the Netflix transaction over Paramount’s offer is based on an illusory prospective valuation of Global Networks that is unsupported by the business fundamentals and encumbered by high levels of financial leverage assigned to the entity.
Paramount’s proposal is more compelling to WBD shareholders on several fronts:
- Price: an all-cash offer at $30.00 per share, equating to an enterprise value of $108.4 billion, which represents a 139% premium to the undisturbed WBD stock price of $12.54 as of September 10, 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: 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% 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 we 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.
The Netflix bid was worth $72 billion or $82.7 billion in enterprise value (including debt) and contains a huge breakup fee of $5.8 billion if the deal goes sour.
Paramount had previously called WBD on engaging in an unfair bidding process with Netflix as the favored party.
Whichever entity acquires the assets is expected to undergo thorough regulatory scrutiny, and it could be years before a sale is completed.
Netflix and WBD provided a timeline of 12 – 18 months for its completion of the sale last week.
Netflix is the global distributor of WWE’s rights and the domestic partner for Monday Night Raw after signing a ten-year deal, which went into effect this past year.
WBD has a partnership with AEW to broadcast Dynamite and Collision on its linear cable networks and simulcast on HBO Max. It is also one of AEW’s pay-per-view streaming partners.
