Latin America. Following the announcement of Warner's purchase by Netflix and Paramount's subsequent takeover bid, the Warner Bros. Discovery Board of Directors unanimously recommends shareholders reject Paramount's amended takeover bid.
The board noted that Paramount Skydance's tender offer, as amended on December 22, 2025, does not benefit WBD or its shareholders and does not meet the criteria of a "Superior Proposal" under the terms of WBD's merger agreement with Netflix, announced on December 5, 2025.
The Board unanimously reiterates its recommendation to support the combination with Netflix and recommends that WBD shareholders reject PSKY's offer.
"The Board unanimously determined that Paramount's latest offer remains inferior to our merger agreement with Netflix in multiple key respects," said Samuel A. Di Piazza, Jr., chairman of the Warner Bros. Discovery Board of Directors. "Paramount's offer continues to offer insufficient value, including clauses such as outsized debt financing that creates risks to closing and lack of protection for our shareholders if the transaction is not completed. Our binding agreement with Netflix will deliver superior value with greater security, without the significant risks and costs that Paramount's offer would impose on our shareholders."
Among the arguments of the Board, it is highlighted that Paramount's offer is inferior due to the significant costs, risks and uncertainties involved in the merger with Netflix. Under the merger agreement with Netflix, Warner shareholders will receive significant value: $23.25 in cash and Netflix common stock, representing a target value of $4.50, based on a range of Netflix share prices at closing, offering potential for future value creation.
He also noted that the extraordinary amount of debt financing, as well as other conditions of PSKY's offering, increase the risk of failure at closing, especially compared to the certainty of the merger with Netflix.
