Warner Bros. Again Rejects Latest Paramount Hostile Takeover Bid

‘The Board determined that the Netflix merger remains superior to [Paramount’s] amended offer,’ a letter to shareholders reads.

Netflix and Warner Bros. Discovery logos, in this illustration created on Dec. 5, 2025. Dado Ruvic/Reuters

The Warner Bros. Discovery board recommended on Jan. 7 that shareholders reject Paramount Skydance’s hostile takeover bid.

For months, several companies had engaged in a contentious bidding process to buy the entertainment empire, but Netflix prevailed.

Streaming juggernaut Netflix announced in December 2025 that it would purchase Warner Bros. in a cash-and-stock transaction at $27.75 per share, valuing the equity at $72 billion.

Paramount has followed up with three hostile takeover offers, proposing to purchase all of Warner Bros., including its television networks. The company presented an all-cash $30-per-share proposal, valuing Warner Bros. at $108.4 billion.

However, the Warner Bros. board has repeatedly turned down Paramount’s offer, urging investors to do the same, citing “insufficient value.”

“The Board unanimously determined that ... Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas,” Samuel Di Piazza Jr., chair of the Warner Bros. Discovery board of directors, said in a statement.

“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.”

The deal with Netflix is more valuable and more reliable, and choosing Paramount’s offer would expose shareholders to higher risks and costs, according to Di Piazza.

Di Piazza had also previously expressed concern about the lack of backing from billionaire Larry Ellison, cofounder of Oracle. However, Paramount amended its offer that guaranteed backing from one of the world’s wealthiest men.

This change was not enough to persuade the board to reconsider.

However, in a letter to shareholders, the board noted that the company’s repeated proposals feature various deficiencies, “none of which are present in the Netflix merger agreement, all while asserting that its offers do not represent its ‘best and final’ proposal.”

The letter expresses concern regarding the “extraordinary amount of debt financing” that Paramount will take on to purchase Warner Bros. By comparison, Netflix maintains a solid balance sheet and a $400 billion market capitalization.

Additionally, Warner Bros. shareholders will receive extra value through ownership in Discovery Global.

“The merger agreement with Netflix also provides [Warner Bros. Discovery] with more flexibility to operate in a normal course until closing,” the letter reads. “Given these factors, the Board determined that the Netflix merger remains superior to [Paramount Skydance’s] amended offer.”

Paramount Global and Skydance logos, in this illustration taken on Dec. 17, 2024. Dado Ruvic/Reuters

There is still time for Warner Bros. shareholders to consider Paramount’s proposal, as it expires on Jan. 21.

Netflix, meanwhile, lauded Warner Bros. for reaffirming the merger agreement between the two sides.

In a Jan. 7 statement, Ted Sarandos and Greg Peters, co-CEOs of Netflix, said the streaming behemoth’s offer provides the “greatest value” to stockholders, consumers, content creators, and the entertainment industry.

“Netflix and Warner Bros. will bring together highly complementary strengths and a shared passion for storytelling,” they said. “By joining forces, we will offer audiences even more of the series and films they love—at home and in theaters—expand opportunities for creators, and help foster a dynamic, competitive, and thriving entertainment industry.”

Regulatory Hurdles

Market watchers have been discussing the regulatory roadblocks a Netflix–Warner Bros. merger would face, with both President Donald Trump and lawmakers weighing in on the deal.

Trump told reporters in December 2025 that the merger “could be a problem,” and Sen. Elizabeth Warren (D-Mass.) described it as an “anti-monopoly nightmare.”

If approved, it would combine the world’s largest streaming platform with the third-largest, as Netflix would fold the Warner Bros. film studio and the HBO streaming service into its ecosystem.

But a coalition of free market advocacy groups, including Americans for Tax Reform and Competitive Enterprise Institute, has sent a letter to Congress urging it to approve the Warner Bros. acquisition, whether it is Paramount or Netflix that acquires the company.

The Jan. 6 letter to lawmakers states that the purchase would be beneficial to consumers since it “would create economies of scale in the entertainment industry, allowing for television and film production to be completed and delivered to consumers at a lower cost.”

“Congress, the Federal Trade Commission (FTC), and the Department of Justice (DOJ) should follow free-market principles and allow for an acquisition to take place without undue government interference,” the coalition wrote.

“Regulators should avoid following the previous administration’s ‘big is bad’ philosophy.”

Shares of Warner Bros. dipped by nearly 1 percent in premarket trading after the Jan. 7 decision. Netflix stock rose by 0.5 percent, while Paramount shares were little changed.