Paramount Sweetens Hostile Takeover Bid for Warner Bros. Discovery — WBD Board Agrees to Review Offer

The fight for control of Warner Bros. Discovery intensified this week when Paramount Skydance increased its offer to buy the company. This puts more pressure on Warner Bros. Discovery’s leaders, who are now considering bids from both Paramount and Netflix.

Paramount has updated its offer with new financial benefits for Warner Bros. Discovery shareholders. This includes a regular cash payment, often called a ‘ticking fee,’ to make up for any delays caused by regulatory reviews or the deal taking longer than expected.

If the deal isn’t finalized by December 31, 2026, Paramount will pay Warner Bros. Discovery shareholders an extra $0.25 per share each quarter it’s delayed— totaling around $650 million for each quarter of delay.

This arrangement aims to show faith in Paramount’s ability to finalize the agreement, while also protecting investors from potential problems caused by a lengthy regulatory process.

Additional Financial Concessions

In addition to the regular payment, Paramount’s revised offer now features extra financial safeguards and benefits.

Paramount has pledged to cover the $2.8 billion breakup fee tied to WBD’s existing merger agreement with Netflix should shareholders approve Paramount’s offer instead.
The company also committed to neutralizing approximately $1.5 billion in potential financing costs connected to WBD’s debt exchange obligations.
Paramount further stated it would fully backstop financing structures and reimburse shareholders for certain transaction-related liabilities if regulators were to block the acquisition.

These improvements add billions of dollars in financial backing to Paramount’s initial offer to buy Warner Bros. Discovery (WBD) shares, valuing them at $30 each. This is significantly more than the previously agreed-upon deal with Netflix, which was set at $27.75 per share.

Strategic Stakes Continue to Rise

This unwanted takeover attempt is happening while Netflix is already in the process of buying important parts of Warner Bros. Discovery, such as their movie and TV production businesses and the HBO Max streaming service.

Paramount claims its offer is better than Netflix and Warner Bros. Discovery’s deal because it’s both financially stronger and less likely to face legal challenges. They argue that combining Netflix and Warner Bros. Discovery could give them too much control of the streaming market and violate antitrust laws.

The way regulators view this situation has become a key focus in the ongoing acquisition battle. Both companies are actively trying to influence shareholders, regulators, and the public, aiming to control how people understand the future of competition in the industry.

Warner Bros. Discovery Responds

Warner Bros. Discovery said its board will review Paramount’s new offer, but currently continues to stand by its previous position and hasn’t changed its recommendation.

The company announced that its board will thoroughly examine the offer from Paramount Skydance. They will do so while fulfilling their legal responsibilities and with advice from their financial and legal experts, following the guidelines of their existing agreement with Netflix.

So, Warner Bros. Discovery said they’d look at the idea of combining with Netflix, but honestly, it seems like they’re still fully on board with the merger as it stands. They’re not changing their minds – at least not yet, anyway.

So, Warner Bros. Discovery isn’t changing its stance on the deal with Netflix right now. They’re taking a look at the revised offer that’s on the table, and they’ve promised to let shareholders know what the board recommends once they’ve finished that review. Basically, they’re still considering everything, but haven’t made a final decision yet.

The way Paramount is talking suggests they’re focusing on technical details instead of making a big change in direction, showing they’re still struggling to get company leaders to give up on their agreement with Netflix.

WBD also issued guidance directly to investors, urging restraint while the review process unfolds.

Shareholders are being advised to hold off on making any decisions regarding the revised offer from Paramount and Skydance.

Board Pressure Mounts

Warner Bros. Discovery has previously turned down offers from Paramount, but the improved financial details of the latest offer now force their board to seriously consider how a deal would affect shareholders’ value.

Since Paramount is offering to buy the company with a straightforward cash payment – and has added safeguards to the deal – the company’s directors are legally obligated to consider if this new offer is better than any others they’ve received.

If the board doesn’t act carefully, it could face lawsuits from shareholders. This is especially likely if investors think the agreement with Netflix doesn’t properly value the company compared to the offer from Paramount.

Regulatory Clock Is Ticking

Another factor shaping the timeline is WBD’s broader corporate restructuring strategy.

As a film and TV fan, I’m hearing some big news about Warner Bros. Discovery! They’re seriously considering splitting the company into two distinct parts. Basically, they’re thinking of creating a new, separate company – people inside are calling it “Discovery Global” – that would house all their traditional TV channels like CNN, TNT, TBS, Food Network, and HGTV. This would leave the main company focused on the studio side – making movies and shows – and their streaming services. It’s a pretty major shift, and could really change how we watch TV!

The deal is predicted to be finalized in 2026, and the competition between Paramount and Netflix to acquire Warner Bros.’ entertainment assets could significantly change the media industry after the spin-off is complete.

What Happens Next

For now, the process enters a formal review phase.

Key upcoming pressure points include:

WBD’s shareholder vote tied to the Netflix agreement
Regulatory review milestones for both competing deals
Potential counter-offers or further financial escalations
Board recommendation updates following advisory consultations

While the review is ongoing, Warner Bros. Discovery’s leaders seem determined to remain impartial. They’ve recognized Paramount’s increased offer but aren’t indicating any change in their overall plans.

Now that both Paramount and Netflix are offering billions of dollars in extra incentives, the competition to acquire Warner Bros. Discovery has reached a critical point.

2026-02-11 00:59