Comparing Paramount and Netflix Bids
Paramount’s $30-per-share, all-cash proposal is positioned as an alternative to Netflix’s $27.75-per-share cash-and-stock offer announced earlier for WBD’s streaming and studio assets. Netflix’s bid excludes WBD’s linear cable networks, which Paramount CEO David Ellison values at about $1 per share. WBD internally assigns those networks a value closer to $3 per share.
Ellison told CNBC that the $30 figure is not Paramount’s “best and final” price, signaling flexibility should negotiations resume. Any agreement between WBD and Paramount would trigger a $2.8 billion breakup fee payable to Netflix, a cost Paramount may have to absorb or offset through an increased offer.
Potential Shareholder Reaction
Raymond James equity analyst Ric Prentiss wrote in a client note that Paramount’s proposal “should garner meaningful traction,” though he expects Netflix to defend its existing agreement vigorously. Should Paramount’s bid gain momentum, industry observers anticipate Netflix could raise its own offer rather than risk losing access to WBD’s film and television library.
The WBD board stated Monday that it is not altering its support for the Netflix transaction but will review Paramount’s offer “in accordance with the terms” of the existing agreement. The board also advised shareholders to take no immediate action.
Regulatory Considerations
Ellison argued that Paramount’s bid faces fewer antitrust hurdles than a merger between Netflix and WBD’s HBO Max. He described a combined Netflix–HBO Max service as potentially anti-competitive because of its prospective market share in subscription streaming. Netflix co-CEO Ted Sarandos countered that view during the UBS Global Media and Communications Conference, declaring confidence that regulators will approve the Netflix–WBD deal.
Under U.S. antitrust statutes, large media mergers are subject to scrutiny by the Department of Justice and the Federal Trade Commission. Information on the review process is available on the Federal Trade Commission’s Hart-Scott-Rodino Act overview.
Cost Synergies and Job Impact
Paramount estimates that a combined Paramount–WBD group could realize approximately $6 billion in annual synergies, a figure Sarandos questioned publicly. The Netflix executive suggested such savings would rely on workforce reductions, while stating that Netflix does not plan to cut jobs as part of its own proposal.
Next Steps in the Process
If Paramount fails to acquire a majority of WBD shares through the tender offer, it could extend the deadline or initiate a proxy fight to persuade shareholders to vote against the Netflix deal. Extended competition between the two bidders could also lead to litigation over fiduciary duties, breakup fees and disclosure requirements.
Conversely, should WBD shareholders indicate a preference for Paramount’s terms, WBD management could reopen direct negotiations to improve the offer and address the breakup fee. Ellison has already signaled a willingness to enhance the proposal if talks formally resume.
Market Context
The contest for WBD highlights the ongoing consolidation in the media sector as companies seek scale to compete in streaming, film production and distribution. Paramount Skydance—formed through a partnership between Ellison’s Skydance Media and Paramount Global—has emphasized the strategic fit of combining WBD’s content library with Paramount’s production capabilities.
Meanwhile, Netflix is working to secure its first major acquisition, aiming to integrate WBD’s landmark franchises with its global streaming platform. The outcome of this bidding war could reshape competitive dynamics across traditional television, theatrical releases and direct-to-consumer streaming services.
Crédito da imagem: Gilbert Flores / Variety / Getty Images
