Warner Bros. Discovery Board Rejects $108.4B, $30-per-Share Paramount Offer

WBDWBD

Warner Bros. Discovery’s board rejected Paramount Skydance’s $108.4 billion, $30-per-share cash bid and urged shareholders to vote no unless Paramount raises its offer after Netflix’s $82.7 billion acquisition proposal. Only 500,000 of 2.6 billion shares have been tendered, keeping the hostile bid far below the majority threshold.

1. WBD’s Stock Soars on Takeover Speculation

In 2025, Warner Bros. Discovery shares gained approximately 173%, making it the top-performing communications stock in the S&P 500. This surge was driven by intense takeover interest: a December agreement in which Netflix committed to acquire most of WBD for an enterprise value of $82.7 billion, followed by a counterproposal from Paramount Skydance at an enterprise value of $108.4 billion. Despite the higher bid, WBD’s board urged shareholders to reject Paramount’s proposal, citing concerns over valuation and deal structure, while leaving the door open for a potential higher offer.

2. Netflix’s Acquisition Plan Faces Financing and Regulatory Hurdles

Netflix remains positioned to acquire WBD’s streaming, television and film production assets, but the transaction would require the streaming giant to take on an estimated $60 billion of additional debt. Market participants have reacted negatively to these financing needs and potential antitrust scrutiny, contributing to a nearly 10% decline in Netflix’s share performance since the deal announcement. The ultimate value WBD shareholders will receive depends on Netflix’s share price at closing and the market valuation of the spun-out cable-TV business, Discovery Global, implying a per-share consideration between roughly $28 and $33.

3. Paramount Skydance’s Hostile Takeover Attempt Falls Short

Paramount Skydance has launched a hostile bid, urging WBD shareholders to tender their stock in exchange for $30 per share in cash. To execute the takeover, Paramount would need to secure more than 1.3 billion of WBD’s 2.6 billion outstanding shares. As of the latest count, only around 500,000 shares have been tendered, leaving Paramount far below the threshold required to force the deal. WBD’s board has formally recommended against tendering, and analysts suggest that a successful challenge would require an increase to at least $34 per share.

4. Potential Renewal of Bidding War Could Drive Further Gains

WBD’s board indicated willingness to reengage if Paramount improves its bid, creating the prospect of a renewed auction. Industry estimates place a fair deal price in the mid-$30 range, consistent with the highest analyst target of $35 per share. Should Paramount or another suitor raise their offer, WBD’s equity could see additional upside beyond the current premium over pre-announcement levels, offering investors a chance to benefit from further competitive tension.

Sources

FI