The competing proposals differ significantly in structure and scope. Netflix seeks only Warner’s studio and streaming operations, leaving the company’s cable networks, such as CNN and Discovery, to be spun off as previously planned. Paramount, by contrast, wants to acquire the entire Warner Bros. Discovery enterprise, including all television networks, and is offering an all-cash consideration of roughly $77.9 billion, or about $108 billion when debt is included. During informal outreach noted in Tuesday’s filing, a Paramount representative told Warner Bros. Discovery it could increase the cash offer to $31 per share if substantive engagement occurs within the waiver period.
Warner Bros. Discovery’s board affirmed that its endorsement of the Netflix agreement remains intact while talks with Paramount continue. Netflix issued a separate statement expressing confidence that its proposal delivers “superior value and certainty” for Warner shareholders. The streaming company also cited ongoing market “distraction” resulting from what it referred to as Paramount’s “antics,” but said granting the waiver was intended to facilitate a final resolution.
Financial analysts cited by publications such as The Wall Street Journal note that the contrasting objectives of Netflix and Paramount complicate the bidding landscape. Netflix’s focus on content production and streaming aligns with its global direct-to-consumer strategy, while Paramount is looking for vertical integration across film, streaming, and cable networks to bolster scale in a consolidating media sector.
The timeline of events began in December, when Netflix and Warner Bros. Discovery unveiled their proposed $72 billion transaction. Under that arrangement, Warner would finalize the previously announced separation of its cable assets before completing the sale of its studio and streaming business to Netflix. Less than a week later, Paramount launched its unsolicited $77.9 billion bid for the entire company, appealing directly to shareholders after Warner’s board signaled support for the Netflix offer.
Since then, Paramount has urged Warner shareholders to reject the Netflix transaction, arguing that its higher per-share cash offer represents a more attractive and straightforward outcome. Tuesday’s filing revealed that while Paramount maintains the $30 per-share figure in its tender documents, it has indicated a willingness to raise the price by an additional dollar if engagement progresses during the waiver period.
For Warner Bros. Discovery, reengaging with Paramount carries logistical and regulatory considerations. A full-company sale would involve integration of extensive cable operations and could trigger heightened antitrust scrutiny, particularly regarding Paramount’s simultaneous ownership of CBS and multiple cable networks. The Netflix deal, limited to studio and streaming assets, may face fewer regulatory obstacles but would require Warner to complete the spin-off of its cable holdings before closing.
Shareholders now face a condensed timeline. The seven-day waiver expires Monday, giving Warner’s board little time to determine whether Paramount’s revised proposal surpasses Netflix’s offer in overall value and execution certainty. Any board decision to change or withdraw its recommendation for the Netflix deal would need to be communicated ahead of the March 20 special meeting.
As negotiations proceed, both Paramount and Netflix continue public campaigns aimed at influencing investor sentiment. Paramount reiterated Tuesday that it will keep advancing its tender offer at $30 per share and simultaneously prepare for a proxy battle to replace Warner Bros. Discovery directors who stand by the Netflix agreement. Netflix, meanwhile, highlighted the all-cash nature of its bid and the absence of financing contingencies as factors that, in its view, reduce closing risk.
Market observers are watching whether Paramount uses the waiver window to formalize the hinted $31 per-share proposal, which would raise the enterprise value of its bid above $110 billion when debt is considered. Such an adjustment could intensify pressure on Warner’s board to revisit its endorsement of Netflix’s lower-valued but potentially simpler transaction.
Both suitors face tight financing conditions. Paramount’s offer is backed by Skydance and a consortium of investors, while Netflix plans to fund its acquisition through a mix of cash on hand and new debt issuance. Rising interest rates and broader market volatility could influence final deal terms for either proposal.
At present, Warner Bros. Discovery has made no changes to the agenda of the March 20 special meeting. Unless the board amends its recommendation or postpones the vote, shareholders will still decide on the Netflix agreement even if discussions with Paramount remain active or if a revised Paramount offer emerges before the meeting date.
Crédito da imagem: Associated Press
