— Warner Bros. Discovery (WBD) said Tuesday it has received a higher takeover proposal from Paramount Skydance (PSKY) and will evaluate the revised offer alongside its existing merger agreement with Netflix. The company disclosed the PSKY revision after a seven-day waiver that allowed renewed talks with Paramount, while the Netflix agreement—announced in December—remains in force. Under the Netflix deal, Netflix agreed to buy WBD’s studio and streaming assets for $27.75 per share, a transaction valuing those assets at roughly $72 billion and giving WBD an enterprise value near $82.7 billion. WBD reiterated that its board is reviewing both proposals with financial and legal advisers and that shareholders should not act on the amended PSKY tender offer yet.
Key Takeaways
- WBD confirmed receipt of a revised PSKY proposal during a seven-day limited waiver that followed renewed talks with Paramount; the board is reviewing the offer with advisors.
- Netflix’s December agreement values WBD’s studio and streaming assets at about $72 billion and offered $27.75 per share with an enterprise value around $82.7 billion.
- Paramount initially launched a hostile tender offer for all of WBD at $30 per share and has now submitted an updated bid that WBD is considering.
- If the board determines the Paramount offer is superior and Netflix does not match it, Netflix would receive a $2.8 billion breakup fee; Paramount agreed to fund that fee under amended hostile bid terms.
- A combined Paramount–WBD would pair HBO Max with Paramount+ and merge two of the five largest studios by revenue, while also bringing CNN and CBS News under a single ownership structure.
- Both the Netflix transaction and a potential Paramount merger would require U.S. and EU regulatory approvals and have already prompted antitrust scrutiny from critics and watchdogs.
Background
The Netflix-WBD agreement was announced in December 2025 and proposed carving out WBD’s studio and streaming operations for $27.75 per share, a move that industry observers viewed as a strategic attempt by Netflix to bulk up content and production capability. Paramount responded with a hostile bid aimed at acquiring the entire legacy media company, offering $30 per share directly to shareholders. That competing approach set up an unusual auction between a streamer seeking assets and a rival studio seeking full control.
Tensions escalated when WBD and Netflix granted a limited waiver to re-engage with Paramount for seven days, allowing the parties to explore alternatives without immediately triggering termination rights. The waiver mechanism is a common feature in merger agreements to permit limited negotiations; it preserves Netflix’s contractual protections while letting WBD determine whether a superior proposal exists. Shareholder pressure, strategic concerns about scale, and regulatory risk have framed the debate over which path best serves investor value.
Main Event
On Feb. 24, 2026, WBD announced it had received a revised proposal from Paramount Skydance during that waiver window and said it was consulting financial and legal advisers in evaluating the bid. The company reiterated that the Netflix merger agreement remains legally in effect and that the board continues to recommend the Netflix transaction at this stage. WBD explicitly advised shareholders not to tender shares in response to Paramount’s amended offer while the board completes its review.
Paramount confirmed it submitted the updated bid and said it will continue pursuing its previously announced tender offer while awaiting the board’s determination. The mechanism in the Netflix agreement gives Netflix four business days to improve its price if WBD’s board concludes the Paramount proposal is superior; failing that, Netflix would be entitled to the contractual breakup fee that has been agreed and, per filings, would be funded by Paramount under the amended hostile offer terms.
Operationally, a Paramount acquisition of all of WBD would combine HBO Max with Paramount+ and fold in major linear networks such as CNN, TBS, HGTV and TNT along with digital brands like Bleacher Report and House of Highlights. Such consolidation would reshape the U.S. media landscape by concentrating content libraries, production resources and news assets under a single corporate roof, raising both integration opportunities and regulatory red flags.
Analysis & Implications
Market reaction will hinge on perceived certainty and regulatory risk. Netflix’s asset-only purchase reduces the scope of required approvals relative to a full consolidation, but it still concentrates streaming and studio assets. Paramount’s bid for the full company presents a larger integration challenge and a broader set of antitrust questions because it would reunite major broadcast and cable news properties with studio and streaming operations.
Financially, the difference between $27.75 per share and $30 per share matters to shareholders in the near term, but prospective buyers also factor in transaction complexity, debt assumptions and potential divestitures required by regulators. The $2.8 billion breakup fee provides Netflix with some protection against losing the asset deal, and Paramount’s agreement to fund that fee reduces the acquirer’s counterparty risk if WBD ultimately chooses Netflix.
Regulatory scrutiny will be central. U.S. and European authorities are already attentive to media consolidation and platform power; a full Paramount–WBD merger would likely trigger an in-depth review of news plurality, market concentration in film and TV production, and distribution dynamics. Even the Netflix asset purchase would face careful evaluation because of its implications for streaming market competition and content access.
Comparison & Data
| Bid / Agreement | Per-share | Asset Valuation | Enterprise Value | Breakup Fee |
|---|---|---|---|---|
| Netflix (studio & streaming assets) | $27.75 | ~$72 billion | ~$82.7 billion | — |
| Paramount Skydance (full-company tender) | $30.00 | Full WBD | Not disclosed | $2.8 billion (to Netflix, funded by Paramount) |
The table above summarizes the headline financial terms disclosed publicly: Netflix’s proposal targets WBD’s studio and streaming businesses and specifies per-share and enterprise values, while Paramount’s hostile offer is a premium per-share tender for the entire company with a committed breakup fee to cover Netflix’s contractual protection. These figures are central to board deliberations that must weigh value, certainty, and regulatory feasibility.
Reactions & Quotes
“Following engagement with PSKY during the seven-day limited waiver period, we received a revised PSKY proposal to acquire WBD, which we are reviewing in consultation with our financial and legal advisors,”
Warner Bros. Discovery (official statement)
The WBD statement emphasized that the Netflix merger agreement remains in effect and that the board still recommends the Netflix transaction while it completes its review. It also urged shareholders not to respond to Paramount’s amended tender offer at this time.
“We have submitted a revised bid and will continue with our previously announced tender offer while the board reviews both deals,”
Paramount (official statement)
Paramount framed its actions as a continued effort to acquire the whole company and stated it will proceed with its tender mechanics while awaiting WBD’s board decision.
“Regulators will scrutinize any deal that combines major news networks and studio assets—the merger calculus is about more than price; it’s about political economy and market structure,”
Industry antitrust analyst (independent)
Independent analysts highlighted that regulatory outcomes will likely drive ultimate deal feasibility and timing, not just headline valuations.
Unconfirmed
- Whether WBD’s board will ultimately find the Paramount proposal superior to Netflix’s asset deal remains undecided until formal board disclosures are filed.
- The precise structural remedies, divestitures or concessions regulators might demand in the U.S. or EU for either transaction are not yet determined and will depend on multi-jurisdictional reviews.
- The timeline for Netflix to respond if the board deems Paramount’s offer superior (four days) assumes business-day counting and formal notice; exact calendar coordination has not been published.
Bottom Line
This is a pivotal moment for a legacy media company caught between two very different paths: an asset sale to a streaming giant that narrows the scope of approval and a full-company hostile takeover that promises immediate per-share value but triggers broader regulatory and integration risks. The WBD board’s fiduciary duty requires balancing the higher nominal price against the likelihood of closing, regulatory hurdles and long-term strategic implications for stakeholders.
Investors should watch for definitive board filings, any formal topping offer from Netflix, and early signals from U.S. and European competition authorities. Those developments will determine whether the contest resolves in favor of a narrower asset transfer to Netflix or a sweeping consolidation under Paramount Skydance that reshapes the media landscape.
Sources
- CNBC — News report summarizing filings and company statements.
- Warner Bros. Discovery (Investor Relations) — Official company statements and filings (official).
- Paramount (Press/Investor Relations) — Official statements and tender offer materials (official).