

Warner Bros. Discovery told shareholders Wednesday that they should spurn Paramount‘s hostile $108 billion bid, saying that the previously agreed upon Netflix offer is better for the company, Deadline reports.
WBD released a three-page letter in which the company outlined its reasoning against the Paramount offer, including a number of concerns that it believes makes the Netflix offer more secure. One of these issues stems from Paramount’s many assurances that their bid is backed by the Ellison family fortune, according to Deadline. Larry Ellison, the father of Paramount CEO David Ellison and co-founder of software giant Oracle, is backing the deal along with RedBird Capital, Apollo, and three Middle Eastern sovereign wealth funds.
“PSKY’s most recent proposal includes a $40.65 billion equity commitment, for which there is no Ellison family commitment of any kind,” WBD said in the letter via Deadline, using Paramount’s ticker symbol. “Instead, they propose that you rely on an unknown and opaque revocable trust for the certainty of this crucial deal funding. Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was – and despite their own ample resources, as well as multiple assurances by PSKY during our strategic review process that such a commitment was forthcoming – the Ellison family has chosen not to backstop the PSKY offer.”
The company added that documents provided by Paramount concerning the revocable trust “contain gaps, loopholes and limitations that put you, our shareholders, and our company at risk.”
Prior to WBD putting itself up for sale, the company planned to separate its streaming and cable assets into two separate entities by the third quarter of 2026, according to Deadline. If Netflix remains the successful bidder, it will acquire Warner Bros., while Discovery Global Networks will be spun off.
Per Deadline, in addition to concerns surrounding the Ellison family’s funding of the deal, the WBD board also views the difference in the company’s ability to steer through regulatory challenges under either offer to be “not material.”
The company also said in its letter that the Paramount bid is “illusory” given that Paramount retains “the right to amend the offer in any respect (including amending the offer price).” And because clearing global regulatory roadblocks will likely take 12-18 months, WBD said via Deadline that “nothing in this structure offers WBD any deal certainty,” concluding that Paramount’s bid “provides an untenable degree of risk and potential downside for WBD shareholders.”
According to Deadline, Netflix sent their own letter to WBD shareholders Wednesday, where Co-CEOs Greg Peters and Ted Sarandos reiterated their conviction in their successful bid. “This was a competitive process that delivered the best outcome for consumers, creators, stockholders and the broader entertainment industry,” said Sarandos. “Netflix and Warner Bros. complement each other, and we’re excited to combine our strengths with their theatrical film division, world-class television studio, and the iconic HBO brand, which will continue to focus on prestige television. We’re also fully committed to releasing Warner Bros. films in theaters, with a traditional window, so audiences everywhere can enjoy them on the big screen.”
Warner’s letter to shareholders is yet another salvo in what could be a slow, protracted battle, as Paramount is widely predicted to raise their offer, which could cause Netflix to do the same, per Deadline.
Whoever triumphs in the deal, however, the merger will go down as one of the most consequential in entertainment history and will drastically shift the media environment. With an entertainment industry in turmoil over job cuts and AI adventurism, whoever successfully courts WBD and its shareholders will also have to face the additional test of keeping the company, which has been housed under four different firms over the past decade, under a stable roof.

