Warner Bros Board Picks Netflix's $72 Bn Offer over Paramount’s $108 Bn Bid

The board of Warner Bros Discovery (WBD) on Wednesday, December 17, urged its shareholders to reject the higher takeover bid from Ellison family-owned Paramount Skydance (PSKY) and back Netflix’s earlier $72 billion offer instead.

In a statement to shareholders, WBD’s board said it unanimously believes Netflix’s bid offers more certainty and value, despite PSKY’s late hostile offer worth $108.4 billion.

PSKY had launched its hostile bid after WBD had already agreed to Netflix’s proposal, hoping to outbid the streaming giant and create a major media powerhouse.

But, Netflix ultimately won the weeks-long bidding battle, which also involved Comcast, securing WBD’s TV, film studio and streaming assets.

The WBD board raised serious concerns about PSKY’s financing. It accused PSKY of misleading shareholders by claiming its bid was fully backed by the Ellison family.

“PSKY has consistently misled WBD shareholders that its proposed transaction has a 'full backstop' from the Ellison family. It does not, and never has,” the board said.

According to the board, PSKY’s latest proposal includes a $40.65 billion equity commitment that is not guaranteed by the Ellison family. Instead, the funding would rely on what the board described as an “unknown and opaque revocable trust.”

The board added that even if the trust failed to meet its obligations, its liability would be capped at just 7% of its commitment, about $2.8 billion on a $108.4 billion deal, raising further doubts about the offer’s credibility.

By contrast, the board called Netflix’s proposal a “superior” offer that provides “more certain value” to shareholders.

Under the Netflix deal, WBD shareholders would receive $23.25 in cash, $4.50 in Netflix shares, and additional value from shares in Discovery Global following its planned separation from WBD, the board said.

Notably, PSKY’s bid included backing from investors such as West Asian sovereign wealth funds and Jared Kushner, the son-in-law of US President Donald Trump, Axios and Bloomberg had reported.

Additionally, PSKY's Ellisons had also cited their relationship with Trump as a reason why their deal with WBD would have faced an easier regulatory path. However, Trump had played down those claims, saying neither Paramount nor Netflix were “great friends” of his.