After losing a bidding war last week to Netflix for Warner Bros. Discovery, interested suitor Paramount is saying not so fast. On Monday Paramount made its bid public to appeal directly to shareholders with an all-cash offer of $30 per share for the entirety of WBD, a proposal it claims WBD's board didn’t seriously consider before picking Netflix.
Paramount asserts that the offer it made last week, valued at $108.4 billion for the entire media company, is a better deal for WBD shareholders and offers a more certain and quicker regulatory path for completion than Netflix’s cash and stock deal valued at $82.7 billion for WBD’s studio and streaming businesses only.
But Paramount claims its bid, which also includes the global linear networks business and has an enterprise value of $108.4 billion, or $18 billion more in cash than the Netflix consideration, wasn’t seriously considered by the WBD board and Paramount never heard back about the offer.
So on Monday Paramount publicly put forth the same terms to shareholders that it offered to WBD’s board in private. Equity for the Paramount proposal is backstopped by the Ellison Family and Redbird Capital as well as debt fully committed by Bank of America, Citi and Apollo.
“We’re here to fight for value for our shareholders and WBD shareholders,” Paramount CEO and Chairman David Ellison said on a conference call about the offer Monday. He claimed a Netflix-WBD deal would hurt competition while also emphasizing Paramount’s intention with a WBD buy, where Ellison touted a commitment to expanding creative output and making Hollywood stronger - including by leaning into theatrical releases, citing a pledge of 30 per year.
Ellison on the call said it delivered the updated offer to WBD last Thursday, which he asserts “addressed every concern with our previous bid” that WBD laid out, but that Paramount “did not receive a single call back” before the Netflix announcement.
Paramount claims that despite submitting six proposals over the course of 12 weeks, WBD “never engaged meaningfully with these proposals which we believe deliver the best outcome for WBD shareholders” and now wants to appeal to them directly.
Paramount’s announcement also suggested the recommendation by WBD’s board to select the Netflix deal over Paramount’s raises questions over how the cable linear networks are valued, stating the choice on Netflix was “based on an illusory prospective valuation of Global Networks that is unsupported by the business fundamentals and encumbered by high levels of financial leverage assigned to the entity.”
While Netflix isn’t interested in the legacy linear networks, Paramount execs on the call said WBD’s linear networks combined with its broadcast business will create a more interesting portfolio and also benefit large distributors that need its content from the linear programming side.
It also claims the offer is superior to Netflix in the certainty of the process and financials, suggesting the latter “exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome…” alongside a “complex and volatile mix of equity and cash.”
The Paramount price represents a 139% premium to the undisturbed WBD stock price of $12.54 as of September 10, 2025. Netflix’s offer meanwhile is priced at $27.75 in a mix of cash ($23.25) and stock ($4.50), subject to collar and the future performance of Netflix.
Paramount’s tender offer made to shareholders today will be open for 20 business days and WBD will need to respond to the tender offer within 10 business days. After the 20 business days, Paramount has the option to continue to extend the tender offer and keep it outstanding “for as long as it makes sense for the Warner Brothers Discovery shareholders,” Paramount execs said on a conference call Monday.
“WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company. 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,” stated Ellison. “We believe the WBD Board of Directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximize the value of their shares."
Netflix for its part has suggested WBD is a chance to continue its work of storytelling, including with the iconic HBO library, and in a Friday presentation specifically mentioned that theatrical releases will remain a key part of Warner’s film release strategy.
Prior to WBD announcing Netflix as the winning bidder, reports surfaced that the SVOD giant and suitor Comcast were disfavored compared to Paramount by the Trump administration, which would have influence on the regulatory outcome of any WBD deal.
Netflix expects a window of 12-18 months for the deal to close, but in general, the regulatory process isn’t expected to be necessarily easy.
As part of its offer, Netflix built in a $5.8 billion breakup fee in the event it can’t move its deal past the U.S. Justice Dept.
“Recent media reports about DOJ and Congressional concern suggest that the risks are real,” Wolfe Research analyst Peter Supino wrote in a note sent to investors Friday morning. “The battleground will be market definition. Hawks will focus on the impact on the streaming market which Netflix already leads, while doves will point to the wider video market which is obviously fragmented and highly competitive. At $25.2 last, WBD trades 10% below the deal price, implying moderate regulatory concern.”
In Paramount’s offer announcement it emphasized the regulatory concerns of a Netflix-WBD deal while stating it is “highly confident in achieving expeditious regulatory clearance for its proposed offer,” claiming it enhances competition and consumer choice.
Paramount also said Netflix has a 43% share of global SVOD subscribers and contends it's unrealistic that the streamer could withstand multiple lengthy regulatory challenges around the world.
“In many European Union countries the Netflix transaction would combine the dominant SVOD player with the number two or strong number three competitor,” Paramount stated, claiming the Netflix deal creates a risk of higher prices for consumers, lower pay for content creators and talent and the potential to hamper American and international theatrical releases.
“Netflix has never undertaken large-scale acquisitions, resulting in increased execution risk which WBD shareholders would have to endure,” Paramount warned in its announcement.
Article updated with prior information from Netflix on theatrical releases.