The Paramount WBD bid isn’t going away despite repeated rejection from the Warner Bros. Discovery board — and Paramount is making sure that shareholders hear that loud and clear. Despite a fresh rejection from the board, Paramount is staying the course on its $30-a-share push, again appealing directly to investors as the fight for control of one of Hollywood’s biggest legacy portfolios turns into a high-stakes staring contest.
According to Los Angeles Times reporting, Warner Bros. Discovery’s board voted unanimously to reject Paramount’s revised proposal earlier this week — even after billionaire Larry Ellison personally guaranteed the equity portion of the financing package backing the offer. Paramount’s response? A Thursday statement that essentially says: we’ve already answered your objections, and the value is sitting right in front of shareholders.
Paramount’s Message: The Bid Is “Obvious” — $30 Cash for All of WBD
Paramount’s core pitch is simple: $30 a share in cash for the entire Warner Bros. Discovery enterprise — including its sprawling cable portfolio. The company is arguing that the appeal should be self-evident, framing its offer as cleaner and more valuable than the alternative on the table.
David Ellison in an interview with Bloomberg – YouTube, Bloomberg Podcasts
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Paramount Chief Executive David Ellison put it bluntly: “Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion.”
Paramount also insists it has addressed the concerns Warner raised in prior rounds, “most notably” by securing Larry Ellison’s personal guarantee for the equity piece of the deal.
Warner’s Counter: Netflix’s Offer Is Better — and Walking Away Is Expensive
Warner’s board members have argued that the Netflix proposal (described as $27.75 cash and stock for much of the company) is superior because Netflix is the stronger business. But Warner’s objections go beyond “we like Netflix better.”
A graphic showing the Netflix and Warner Bros. Logos – Netflix
One of the biggest pressure points is the cost of changing course. The Warner board has complained it would face billions in costs — including a $2.8-billion breakup fee — if it abandoned the deal it signed with Netflix on Dec. 4, according to the same reporting.
What Netflix Gets — and What Warner Spins Off
The shape of the Netflix deal matters because it effectively splits the Warner empire into two directions.
The streaming giant has agreed to buy HBO, HBO Max, and the Warner Bros. film and television studios, while Warner’s basic cable channels would be spun off into a separate company later. That cable bundle — the part of the business Wall Street has become increasingly skeptical about — is also where a lot of the valuation debate now lives.
Netflix Co-CEO Ted Sarandos – YouTube, WSJ News
In other words: Paramount is selling shareholders on “cash now” for the whole machine, while Warner is defending a structure that keeps cable in a separate entity after the streaming and studio crown jewels move under Netflix.
The Clock: Shareholders Have a Tender Deadline
Paramount is gambling that shareholders themselves will evaluate both offers and decide the Paramount route is the better exit. Stockholders have until Jan. 21 to tender their Warner shares, though Paramount could extend that deadline.
WBD CEO David Zaslav Speaks at a New York Times event – YouTube, New York Times Events
Meanwhile, the Netflix transaction is described as offering Warner shareholders $23.25 in cash, $4.50 in Netflix stock, plus shares in the future cable-channel company — Discovery Global — which Warner aims to create this summer.
Financing, Debt, and the “Largest LBO Ever” Warning
The financing structure remains a major flashpoint.
Paramount is relying on equity backing from three Middle Eastern sovereign wealth funds, including Saudi Arabia, and it turned to Apollo Global for much of its debt financing. Warner said this week that Paramount’s proposed $94-billion debt and equity financing package would make the takeover the largest leveraged buyout ever — a characterization that underscores just how aggressive (and leverage-heavy) this play could be.
Paramount Skydance CEO David Ellison being interviewed – YouTube, CNBC Television
Even with the corporate posturing, markets weren’t wildly spooked at the close cited in the report. Paramount shares ended at $12.27, while Warner shares hovered at $28.32.
Bottom Line
The Paramount WBD bid has entered its most confrontational phase: Warner’s board is standing behind its Netflix deal, and Paramount is effectively asking shareholders to overrule that decision with their tendered shares.
Warner Bros Discovery Logo
With a deadline looming, a massive financing package at the center of the argument, and two very different visions for what Warner becomes next, this fight is no longer just about price — it’s about which path shareholders think is actually executable.
Do you think the Paramount WBD bid will ultimately succeed? Sound off in the comments and let us know!
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