Netflix has declined to increase its bid for Warner Bros. Discovery after WBD’s board determined that a revised proposal from David Ellison-backed Paramount Skydance constitutes a “Company Superior Proposal.” The Netflix merger agreement remains in effect for now, and any transaction remains subject to shareholder approval and regulatory review.
TL;DR
- Netflix will not match Paramount Skydance’s $31 per share all-cash proposal.
- WBD board labeled Paramount’s bid “superior,” but the Netflix deal has not yet been formally terminated.
- Any acquisition remains subject to shareholder approval and regulatory review.
The bidding contest for Warner Bros. Discovery has entered a new phase after Netflix confirmed it will not revise its existing agreement to match Paramount Skydance’s improved proposal.
In a formal statement, Netflix co-CEOs Ted Sarandos and Greg Peters said the company evaluated its options during the contractual match period triggered by WBD’s board determination.
“The transaction we negotiated would have created shareholder value with a clear path to regulatory approval,” they said. “However, at the price required to match Paramount Skydance’s latest offer, the deal is no longer financially attractive, so we are declining to match.”
Warner Bros. Discovery’s board previously recommended the Netflix transaction. Following receipt of Paramount Skydance’s revised proposal, the board determined that the new offer qualifies as a “Company Superior Proposal” under the terms of the existing merger agreement.
Importantly, the Netflix agreement has not yet been formally terminated. Until WBD takes definitive action to exit that agreement and pay any applicable termination fee, the original merger framework remains technically active.
Paramount Skydance’s proposal is structured as a $31.00 per share all-cash offer for 100% of WBD’s outstanding equity. The proposal includes a ticking fee that begins accruing after September 30, 2026, as well as a regulatory termination fee if approvals are not secured.
Paramount has indicated it would cover the termination fee owed to Netflix if WBD exits the prior agreement. Public disclosures reference significant equity backing from the Ellison family trust along with committed debt financing, though final capital structure details may evolve prior to closing.
David Ellison, Chairman and CEO of Paramount, said the board’s determination affirms the value and certainty embedded in the revised proposal, emphasizing speed to closing and financial commitment.
If completed, the combination would bring together Paramount’s film and television assets with Warner Bros. Discovery’s major properties, including Warner Bros. studios, HBO, HBO Max, and CNN. However, integration planning remains preliminary, as no transaction has formally closed.
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Regulatory review is expected to be a critical next step. Large-scale media consolidations typically undergo scrutiny from U.S. antitrust authorities and, depending on global revenue exposure, international regulators. As of now, no final regulatory decisions have been issued and formal approval processes remain ahead.
Given the scale of premium content libraries, streaming distribution, and national news assets involved, analysts anticipate detailed examination of competitive impact, though the scope and intensity of review will only become clearer once filings are formally submitted.
For Netflix, the decision underscores a continued focus on disciplined capital allocation. The company has increasingly prioritized profitability, advertising expansion, and sustained investment in original content rather than transformative acquisitions.
For Warner Bros. Discovery shareholders, attention now turns to deal certainty, regulatory navigation, and timing. For Paramount Skydance, the challenge shifts from bidding strategy to execution, financing completion, and securing approvals.
The streaming and studio landscape may be shifting, but the final outcome still depends on processes that are only just beginning.
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