Warner Bros. Discovery’s board rejected Paramount Skydance’s $108 billion takeover bid, reaffirming commitment to its $82.7 billion merger agreement with Netflix announced on December 5, 2025, which awaits regulatory approval for closure next year.
The board unanimously concluded that the tender offer launched by Paramount Skydance on December 8, 2025, fails to serve the best interests of Warner Bros. Discovery and its shareholders. This determination stems from the offer not qualifying as a “Superior Proposal” under the specific terms outlined in the Netflix merger agreement. The press release from Warner Bros. Discovery emphasized this stance, highlighting the contractual obligations that prioritize the existing Netflix transaction.
Paramount Skydance’s bid draws partial funding from sovereign wealth funds based in Saudi Arabia, Qatar, and Abu Dhabi. Such involvement raises the potential for a U.S. government national security review, complicating the approval process. Paramount Skydance addressed this concern by stating that, should those entities withdraw, the Ellison family, as company owners, would “backstop the full amount of the bid.”
Warner Bros. Discovery’s board countered this assertion directly, accusing Paramount Skydance of consistently misleading shareholders regarding a “full backstop” from the Ellison family. The board clarified that no such backstop exists or has ever existed. Instead, Paramount Skydance relies on an “opaque revocable trust” to support its claim, which the board described as no replacement for a secured commitment from a controlling shareholder. The board further asserted that “the terms of the Netflix merger are superior.”
The board also addressed Paramount Skydance’s projected financial benefits from the proposed merger, noting that the company anticipates $9 billion in cost synergies. Warner Bros. Discovery argued that achieving these synergies “would make Hollywood weaker, not stronger,” pointing to the potential adverse effects on the industry’s overall structure and vitality.
Netflix co-CEO Ted Sarandos issued a statement supporting the board’s position: “the Warner Bros. Discovery board reinforced that Netflix’s merger agreement is superior and that our acquisition is in the best interest of stockholders. This was a competitive process that delivered the best outcome for consumers, creators, stockholders and the broader entertainment industry.”
Paramount Skydance has not issued a comment on the rejection as of the announcement. Previously, the company contended that its $30 per share all-cash offer surpasses the Netflix deal, which consists of 84 percent cash. Paramount Skydance cited a clearer regulatory approval path, attributed to the Ellison family’s relationship with President Trump.
