Paramount isn’t giving up, keeping the takeover fight alive as WBD pushes ahead with Netflix
Warner Bros. Discovery (WBD) has formally requested Paramount Skydance demonstrate, within seven days, that its acquisition offer delivers superior shareholder value.
On 17 February, WBD announced it had secured a limited waiver from Netflix allowing it to engage with Paramount for a seven-day period ending 23 February.
The waiver allows talks about what WBD called “deficiencies and open items” in a revised offer. However, the WBD board did not say Paramount’s bid was likely to lead to a better deal and confirmed it will proceed with its special shareholder meeting on 20 March to vote on the Netflix agreement, having already started mailing its final documents.
WBD also revealed a senior representative of Paramount had privately told a board member the company would be willing to pay $31 per share, above its public $30 all-cash offer, and that the figure was not its “best and final” proposal.
However, WBD said that price and other changes were not included in Paramount’s latest written merger agreement.
David Zaslav, President and CEO of WBD, said the company is using the seven-day window to see whether Paramount can submit “an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.
“Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them.”
Paramount won’t give up just yet
It wasn’t long ago that Paramount launched legal action against WBD, accusing its board of failing to properly consider its higher all-cash bid.
Tensions between the two sides have been building for months. In December 2025, WBD rejected Paramount’s tender offer and supported its agreed deal with Netflix. At the time, the board argued the headline $108.4bn proposal came with major risks around getting the deal done, securing financing and managing the company afterward.
WBD said Netflix’s offer, which mixes cash and stock, gives shareholders both quick returns and long-term benefits with much more certainty. A factor the company couldn’t look past was how the bid depends on a revocable trust backed by the Ellison family.
The board also noted the potential cost of switching deals because accepting the offer would trigger a $2.8bn termination fee payable to Netflix, alongside roughly $1.5bn in financing costs.
Despite now giving Paramount seven days to submit what it calls a “best and final” proposal, WBD has made clear its position has not changed. The board continues to unanimously recommend the Netflix merger ahead of the 20 March 2026 shareholder vote. However, Paramount isn’t letting the opportunity pass and said it will take part in discussions, while also commenting on the unusual nature of the process.
“Although the Board’s actions are unusual, Paramount is nonetheless prepared to engage in good faith and constructive discussions,” the company said.
“At the same time, we will continue to advance our tender offer, maintain our solicitation in opposition to the inferior Netflix merger, and proceed with our intention to nominate a slate of directors at the upcoming WBD annual meeting.”
