As reported by Deadline, Warner Bros, Discovery is preparing to turn down Paramount’s revised hostile takeover bid following board meeting scheduled for the upcoming week. Sources indicate that the media conglomerate remains concerned about the uncertainty and delays a potential deal could introduce particularly as WBD moves forward with its planned cable spinoff.
Deadline states that WBD recently agreed to sell its studio and streaming assets to Netflix in a cash-and-stock transaction valued at $27.75 per share while separating its remaining linear television networks into a standalone publicly traded company called Discovery Global by the third quarter of next year. Paramount’s bid, led by David Ellison, would require WBD to abandon that plan entirely and enter a lengthy regulatory review process, raising red flags among board members.
According to Deadline, Paramount has argued that its path to regulatory approval would be smoother than Netflix’s, but investor confidence appears mixed. Political factors have further complicated matters, as President Donald Trump has publicly stated he would involve himself in any major media merger decision. Trump has recently criticized CBS and Paramount over editorial issues, while also calling Netflix co-CEO Ted Sarandos “fantastic,” even as he warned that a combined Netflix-Warner entity could wield outsized power in streaming.
Deadline notes that Paramount initially went directly to WBD shareholders earlier this month with a hostile offer after its proposal was rejected by the board. In its amended bid, Paramount added a $40.4 billion personal financial guarantee from Larry Ellison and increased its breakup fee to $5.8 billion, matching Netflix’s. However, the base offer of $30 per share in cash remained unchanged, a sticking point for WBD and some shareholders.
According to Deadline, WBD has also raised concerns about financial flexibility during the interim period and the $2.8 billion breakup fee it would owe Netflix if it were to reverse course. While Paramount claims it has addressed those issues, sources suggest WBD leadership remains unconvinced. The board last acknowledged on December 22 that it was reviewing the revised bid.
Per Deadline, some WBD shareholders have publicly pushed Paramount to increase its offer, which currently values the company at $77.9 billion in equity and $108.4 billion in enterprise value. Paramount has extended its tender offer deadline to January 21 at 5 p.m. ET, allowing shareholders to withdraw at any time before then.
Industry analysts told Deadline that if Paramount raises its bid again, Netflix could respond with a counteroffer. While some believe Paramount ultimately has the advantage due to its smaller size and strategic urgency, others describe the contest as “neck and neck.” Representatives for both companies declined to comment.
Bloomberg first reported the upcoming board meeting, according to Deadline.