Board invites higher bid from Paramount
Warner Bros. Discovery has entered a delicate balancing act, reopening limited discussions with Paramount while continuing to back its existing merger agreement with Netflix and urging shareholders to reject Paramount’s hostile offer.
The board said it wants to hear Paramount’s “best and final proposal,” signaling that it is open to a higher price. At the same time, Warner is moving forward with plans to secure shareholder approval of its previously announced transaction with Netflix. The situation underscores the high-stakes maneuvering around a company valued in the tens of billions of dollars.
Under the current agreement, most of Warner’s studio and streaming assets, including the Warner Bros. film studio and HBO, would be sold to Netflix at a valuation of $27.75 per share. Cable networks such as CNN are excluded and would instead be placed into a separate entity.
Paramount pushes all-cash alternative
Paramount, led by CEO David Ellison, has launched a $30-per-share all-cash bid for the entirety of Warner Bros. Discovery, including CNN. The offer bypassed the board and went directly to shareholders, escalating the battle.
According to Warner, representatives for Paramount recently indicated a willingness to increase the price to $31 per share if formal talks resumed. The suggestion left room for further improvement, though no firm commitment has been disclosed.
Warner emphasized that it has not determined Paramount’s proposal to be superior to the Netflix merger. Still, with shareholder pressure mounting, the company has secured a narrow seven-day waiver from Netflix allowing negotiations to explore whether a binding and more attractive bid is possible.
Netflix defends its agreement
Netflix, while permitting the limited discussions, sharply criticized Paramount’s bid. The streaming giant warned of financing challenges and potential deleveraging risks that could destabilize the broader entertainment industry. Netflix also argued that Paramount faces regulatory scrutiny in multiple jurisdictions and highlighted concerns tied to foreign funding sources backing the offer.
In addition, Netflix suggested that a Paramount-Warner merger could result in significant consolidation and job reductions. The company said its own transaction provides greater certainty and stability for shareholders.
Shareholder vote looms
Warner has scheduled a special shareholder meeting for March 20 to vote on the Netflix deal. Meanwhile, Paramount is continuing its tender offer and plans to nominate its own slate of directors at Warner’s annual meeting, intensifying the governance fight.
Warner CEO David Zaslav said the board’s priority remains maximizing value and certainty for investors. By reopening talks briefly, the board appears determined to test whether Paramount is prepared to significantly improve its terms — or retreat.
With lawsuits already filed and public statements growing sharper, the outcome remains uncertain. What is clear is that Warner’s future ownership structure will be determined not only by headline price but also by regulatory risk, financing strength, and shareholder confidence.