Warner Bros. Board Urges Shareholders to Reject Paramount Hostile Takeover Bid

Chair of Warner Bros. Discovery’s board of directors says Paramount’s offer is ‘inadequate.’

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

Warner Bros. Discovery’s board of directors said on Dec. 17 that it is advising shareholders to reject Paramount Skydance’s hostile takeover bid and support Netflix’s offer.

Paramount on Dec. 8 put forward an all-cash $30-per-share bid valuing Warner Bros. at $108.4 billion, matching the offer it made a week earlier. CEO David Ellison argued that the proposal is superior to Netflix’s and said a Paramount–Warner Bros. merger would have better odds of clearing regulatory review.

But Samuel Di Piazza Jr., chair of the Warner Bros. Discovery (WBD) board of directors, says Paramount has never presented a proposition that is superior to the Netflix offer, adding that the current offer is “inadequate, with significant risks and costs” imposed on shareholders.

“This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals,” Di Piazza said in a statement.

“We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination.”

The board added that Paramount’s offer leans on more than $40 billion in non‑Ellison financing, contrary to the studio’s assurances of a “full backstop” from the family.

“Despite their own ample resources, as well as multiple assurances by PSKY [Paramount Skydance] during our strategic review process that such a commitment was forthcoming – the Ellison family has chosen not to backstop the PSKY offer,” the board told shareholders.

Shortly after the board’s remarks, Paramount affirmed its commitment to buying the company, accusing the company of misleading “its shareholders into believing this is a complicated question about legal documents.”

“WBD’s own narrative of the actions that led to its inferior transaction with Netflix reveals a process which was not run to secure the best offer for WBD shareholders,” Paramount said in a statement.

“In reality, it is all quite simple: $30 in cash fully backstopped by a well-capitalized trust (in existence for approximately 40 years) of one of the most well-known founders and entrepreneurs in the world, Larry Ellison.”

In an interview with CNBC’s “Squawk Box” on Dec. 17, Di Piazza said that the board would have preferred more involvement from Larry Ellison, the billionaire cofounder of Oracle.

“We were not confident that one of the richest people in the world would be there at closing,” Di Piazza said. “Doing a deal is great, closing a deal is better.”

Streaming titan Netflix announced earlier this month that it will buy the entertainment empire in a cash-and-stock deal valued at $27.75, with a total equity value of $72 billion.

Ted Sarandos, co‑CEO of Netflix, said in a Dec. 17 statement that he welcomed the Warner Bros. board’s endorsement, reiterating that the company’s offer is “superior” and in the best interests of stockholders.

“This was a competitive process that delivered the best outcome for consumers, creators, stockholders and the broader entertainment industry,” Sarandos said.

Regulatory Hurdles

If regulators confirm the blockbuster agreement, Warner Bros. Discovery’s film studio and streaming service would fall into the Netflix ecosystem.

Netflix’s offer “was not a hard choice,” Di Piazza told the network.

Since Netflix emerged as the victor in the dramatic bidding process, there have been growing antitrust concerns surrounding the Netflix–Warner Bros. deal.

President Donald Trump and U.S. lawmakers have criticized the proposal.

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

“[Netflix has] a very big market share, and when they have Warner Bros., you know, that share goes up a lot. But it is a big market share. There’s no question. It could be a problem,” Trump told reporters on Dec. 7.

Sen. Elizabeth Warren (D-Mass.) described it as an “anti-monopoly nightmare.”

Di Piazza said he believes that a merger with either company would face considerable regulatory scrutiny.

“Either of these deals can get done. Both of these deals will have to fight their way through the [Department of Justice],” he told CNBC.

Netflix co-CEO Greg Peters said that even if federal regulators take them to court, the company would defend the merger.

Still, Netflix thinks the regulatory process will be determined on the facts that “really support the approval of the deal,” Peters told CNBC’s “Squawk Box” on Dec. 17, adding that it is an agreement “that is good for consumers at the end of the day.”

Paramount’s Ellison, however, told the program that Netflix would face a difficult regulatory path because merging the top streaming service with the third-largest platform would be “anticompetitive.”

Shares of Paramount fell by more than 2 percent in premarket trading. Warner Bros. stock declined by about 1 percent, while Netflix shares climbed to almost 2 percent.