Netflix initially outlined its purchase plan in mid-December, combining cash and shares to reach the multibillion-dollar valuation. Since then, Paramount—backed by Skydance—has intensified a competing campaign to acquire the whole of Warner Bros. Discovery, including the cable networks now slated for a spin-off. Paramount has filed suit seeking additional information on Warner Bros. Discovery’s strategic review and has launched a proxy contest, saying it will nominate a slate of directors at the 2026 annual meeting.
Industry analysts view the all-cash revision as a maneuver to streamline the approval process and shorten the deal timeline. Sources familiar with the negotiations indicated last week that a cash-only structure could prompt Warner Bros. Discovery to accelerate the shareholder vote. Under the earlier terms, investors were expected to cast ballots in late spring or early summer; an earlier vote could now take place once regulators complete a standard review.
Pressure on Warner Bros. Discovery intensified as Paramount escalated its hostile tactics. The rival suitor framed its proposal as a complete takeover that would keep the company intact, contrasting with Netflix’s plan, which removes the streaming and studio units while sending traditional cable holdings into a separate vehicle. Warner Bros. Discovery’s board argued in its previous communications that the Netflix offer delivers greater certainty and higher value for shareholders.
Regulatory considerations remain a focus for both bidders. Netflix’s purchase of HBO Max and the Warner Bros. studio would expand its direct control over content creation and distribution, a shift likely to attract scrutiny from competition authorities in the United States and abroad. Paramount’s all-inclusive proposal raises a different set of questions, particularly around vertical integration of cable networks and streaming assets. The spin-off structure proposed by Warner Bros. Discovery attempts to mitigate some of those concerns by separating cable operations from the acquired properties.
The revised agreement also stipulates that Warner Bros. Discovery shareholders receive shares in Discovery Global on a pro-rata basis once the cable networks are separated. Details on Discovery Global’s capital structure, management team and listing venue will be outlined in subsequent filings. For now, the company remains a placeholder entity designed to house CNN, TNT, TBS, Discovery Channel and related international networks.
Netflix is scheduled to report quarterly earnings after U.S. markets close Tuesday. Analysts and investors are expected to pay close attention to any commentary on integration plans, financing arrangements and projected cost synergies tied to the Warner Bros. Discovery assets. The streaming company has not provided public statements beyond the SEC filing, and financing details—including whether the purchase price will be funded through existing cash, new debt or a combination—have yet to be released.
Warner Bros. Discovery on Tuesday also filed a preliminary proxy statement seeking shareholder approval for the transaction. The document reiterates the board’s position that the Netflix bid represents the superior alternative available and urges investors to reject Paramount’s hostile campaign. Both companies must still complete customary antitrust reviews, and closing is contingent on regulatory clearance and shareholder consent.
While a definitive timetable is not included in the proxy materials, the board’s acceptance of an all-cash offer signals a desire to finalize the process swiftly. Market observers will monitor whether Paramount enhances its bid or adjusts its strategy in response. Until a formal vote is scheduled, Warner Bros. Discovery remains engaged in parallel dialogues with both parties under confidentiality agreements, according to people familiar with the matter.
Crédito da imagem: Zeng Hui | Xinhua News Agency | Getty Images
