In a dramatic escalation of one of Hollywood’s most high-stakes corporate battles, Warner Bros. Discovery (WBD) is preparing to advise its shareholders to reject the latest takeover offer from Paramount Skydance as early as Wednesday, December 17, 2025. The board plans to reaffirm its support for the existing agreement with Netflix, citing greater long-term value, higher execution certainty, and more favorable terms in the streaming giant’s proposal, according to The Wall Street Journal.
The development, reported by multiple sources familiar with the deliberations, comes just over a week after Paramount Skydance launched a hostile $108.4 billion all-cash tender offer directly to WBD shareholders, aiming to derail Netflix’s $72 billion equity deal (with an enterprise value of $82.7 billion) for WBD’s prized studios, HBO, and HBO Max streaming service. Paramount’s bid targets the entire company, including cable networks like CNN and TNT Sports, which Netflix’s agreement excludes ahead of a planned spinoff into a separate entity called Discovery Global.
WBD shares, which had traded near $30 in recent weeks amid speculation of a sweetened Paramount offer, dipped on Tuesday to close at $28.90 following reports of the board’s impending recommendation. Market analysts interpret the stock movement as reflecting investor expectations that Paramount, led by CEO David Ellison, might need to raise its $30-per-share cash proposal to prevail.
Netflix’s deal, announced on December 5 after a month-long auction involving Comcast as well, offers WBD shareholders $23.25 in cash plus Netflix stock valued at approximately $4.50 per share, totaling $27.75. The structure provides exposure to Netflix’s robust growth trajectory, with its market capitalization exceeding $400 billion—vastly larger than Paramount’s roughly $15 billion valuation.
WBD’s board has privately expressed significant reservations about Paramount’s financing structure. Key concerns include the reliance on a trust arrangement for equity backstopping by billionaire Larry Ellison, David’s father, which lacks a personal guarantee and could allow modifications to holdings. Additionally, Affinity Partners, the private-equity firm founded by Jared Kushner, withdrew its involvement on Tuesday, citing changed investment dynamics while maintaining support for the strategic merits of Paramount’s vision.
Both transactions face substantial regulatory hurdles under the Trump administration’s antitrust enforcers. Netflix’s acquisition would further solidify its dominance in streaming, potentially controlling over 40% of global subscription video-on-demand subscribers when combined with HBO Max. The Justice Department has already initiated preliminary reviews, focusing on how the tie-up might entrench Netflix’s position against competitors like YouTube and Disney. President Trump has publicly expressed interest in any deal involving CNN’s ownership change and maintains close ties to the Ellison family.
Paramount argues its full-company bid offers superior shareholder certainty with all-cash proceeds and a faster closure timeline of 10-12 months versus Netflix’s estimated 12-18 months. It also claims potential for $6 billion in annual synergies through deeper integration of broadcast, cable, and streaming assets. However, WBD views Netflix’s focused approach on high-value content creation as more aligned with future industry trends, avoiding the declining linear TV businesses.
Major institutional investors in WBD have been courted intensely by both sides in recent weeks. Some have indicated willingness to tender shares to Paramount if the bid improves materially, while others favor Netflix’s scale and financial strength.
Paramount’s tender offer remains open until January 8, 2026, providing time for a potential revised proposal. Netflix shareholders, meanwhile, have reacted negatively to the initial deal announcement earlier this year, erasing tens of billions in market value amid fears of overpayment or regulatory blockage. Despite this, Netflix appears reluctant to escalate bidding significantly given its premium valuation.
This saga underscores the rapid consolidation reshaping media entertainment, as traditional studios grapple with streaming disruption and cord-cutting. A Netflix victory would mark its first major departure from organic growth, acquiring iconic franchises like Harry Potter, DC Comics, and Game of Thrones. A Paramount win could create a vertically integrated powerhouse spanning theaters, broadcast TV, and streaming, but at the cost of navigating complex debt and regulatory scrutiny.
As the board’s formal response looms, the outcome remains uncertain, with potential for further twists in this blockbuster corporate drama that could redefine Hollywood’s power balance for decades.
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