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Paramount launches hostile takeover bid of Warner Bros Discovery, says $108.4 billion offer is ‘superior’ to Netflix deal

MacDailyNews

Dec 8

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In a bold move shaking up the media industry, Paramount Global — backed by Skydance Corporation — unveiled a hostile all-cash tender offer on December 8, 2025, to acquire Warner Bros. Discovery (WBD) in full for $30 per share, valuing the company at an enterprise level of $108.4 billion. The aggressive proposal, which bypasses WBD’s board and goes straight to shareholders, positions itself as a clear upgrade over Netflix’s recently inked $27.75-per-share deal for WBD’s film and TV studios plus HBO Max, arguing it delivers greater certainty, value, and a smoother path to completion. Unlike Netflix’s cash-and-stock mix targeting only select assets and leaving out cable networks like TNT, HGTV, and struggling CNN, Paramount’s bid encompasses the entire WBD portfolio, including its struggling linear TV operations. This escalation comes amid a flurry of dealmaking in a sector battered by cord-cutting, streaming wars, and mounting debt, raising fresh questions about antitrust hurdles and Hollywood’s consolidation trajectory.

Paramount CEO David Ellison, whose family has poured significant resources into the company, didn’t mince words in criticizing WBD’s handling of the auction process. “WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company,” Ellison stated in the announcement. “Our public offer, which is on the same terms we provided to the Warner Bros. Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion.” He went further, accusing the board of favoring a lesser alternative: “We believe the WBD Board of Directors is pursuing an inferior proposal.” Ellison framed the bid as a lifeline for the broader entertainment ecosystem, emphasizing its potential to invigorate content creation and distribution. “We believe our offer will create a stronger Hollywood,” he said. “It is in the best interests of the creative community, consumers and the movie theater industry. We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction. We look forward to working to expeditiously deliver this opportunity so that all stakeholders can begin to capitalize on the benefits of the combined company.”

Financially, the offer packs a punch, commanding a 139% premium over WBD’s undisturbed share price of $12.54 as of September 10, 2025— far outstripping Netflix’s blended valuation of $27.75 per share (comprising $23.25 in cash and $4.50 in stock, subject to market collars and Netflix’s performance). The Netflix arrangement, announced just days earlier, carries an enterprise value of $82.7 billion and excludes WBD’s Global Networks segment, saddling remaining shareholders with an “uncertain future trading value” for those cable assets, according to Paramount. By contrast, Paramount’s all-cash structure sidesteps stock volatility and promises $18 billion more in immediate proceeds for WBD holders. The tender offer is set to run until 5 p.m. ET on January 8, 2026, unless extended, and has already secured unanimous board approval at Paramount, complete with SEC filings like a Schedule TO statement.

The strategic pitch from Paramount paints a picture of a merged powerhouse that would rival streaming behemoths while safeguarding traditional media pillars. It accuses WBD’s board of ignoring six private overtures over 12 weeks, opting instead for a Netflix pact that Paramount deems “anticompetitive” and ripe for regulatory roadblocks. The Netflix deal, critics argue, would balloon the platform’s global SVOD subscriber share to 43%, entrenching a monopoly and inviting “multiple protracted regulatory challenges worldwide.” Paramount, however, touts its bid as “pro-consumer” and competition-boosting, fostering more choice for talent, higher investments in original programming, and a commitment to theatrical releases—benefits that could sustain movie theaters amid digital disruption. To underscore the alleged process flaws, Paramount’s legal team at Quinn Emanuel fired off a pointed letter to WBD leadership, obtained by multiple outlets: “It has become increasingly clear, through media reporting and otherwise, that WBD appears to have abandoned the semblance and reality of a fair transaction process, thereby abdicating its duties to stockholders.”

This isn’t the first sign of friction in the WBD saga. FOX Business’ Charlie Gasparino had earlier flagged the potential for a hostile play, citing Ellison’s frustrations with what he called an “unfair process.” The backdrop includes Netflix’s $72 billion asset grab drawing bipartisan antitrust scrutiny, with the Senate prepping an “intense” hearing and even President Donald Trump voicing concerns at a recent event, warning the merger could spell trouble under competition laws. Paramount’s move injects fresh uncertainty, potentially triggering a $2.8 billion breakup fee if it upends the Netflix pact, while offering WBD shareholders a direct vote on their future.

With WBD shares already volatile from the Netflix news, this tender offer could spark a bidding frenzy or legal showdown, testing the limits of media M&A in a Trump-era regulatory environment. For now, Paramount’s Ellison remains defiant, betting that shareholders will see the value in a full-throated defense of Hollywood’s old guard against the Netflix streaming overlord.

MacDailyNews Take: Not so fast, Netflix.

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