The high-stakes Paramount WBD takeover battle appears to be entering its final and most decisive phase — and the message coming out of Warner Bros. Discovery is blunt: act now or step aside.
According to reporting from The New York Post, Warner Bros. Discovery has formally accelerated its timeline to hold a shareholder vote approving Netflix’s $72 billion acquisition of its Warner Bros. studio and HBO Max streaming assets. That move sharply narrows the window for Paramount Skydance — led by David Ellison and backed by RedBird Capital — to deliver a materially improved counteroffer.
Inside WBD, patience is reportedly wearing thin.
“Time to put up or shut up,” is how one source close to the company summarized the situation.
WBD’s Netflix Vote Changes the Entire Playing Field
On Monday, Warner Bros. Discovery filed an amended proxy statement with the Securities and Exchange Commission, signaling that regulatory clearance for a shareholder vote could arrive within days. If approved, the vote would take place later this month or in early March.
That procedural step dramatically raises the pressure on Paramount Skydance.
WBD CEO David Zaslav Speaks at a New York Times event – YouTube, New York Times Events
As one senior WBD executive told The New York Post: “Based on the way things are moving, they have about two weeks to make a counter bid, their eighth one at this point.”
Crucially, this vote is not framed as a competitive showdown between Netflix and Paramount. It’s a straight up-or-down decision on whether shareholders approve Netflix’s cash offer.
“Remember, the proxy will be a vote to approve Netflix owning WBD — not a choice between Paramount or Netflix that is unless they make another offer,” the executive added.
That distinction matters — a lot.
Why Paramount’s Current Offer Isn’t Enough
Paramount Skydance’s existing bid values WBD at roughly $78 billion, or about $30 per share. On paper, that appears superior to Netflix’s $27.75-per-share cash offer.
But WBD’s board sees it differently.
Netflix’s proposal is clean, guaranteed, and immediate, while Paramount’s bid relies on additional asset sales — particularly WBD’s cable networks — to close the valuation gap. Those assets include CNN, TNT, and Discovery, and their future valuations remain highly speculative.
A graphic showing the Netflix and Warner Bros. Logos – Netflix
As one WBD source put it: “If they fail to make a compelling counter bid, this will be Netflix’s company because shareholders won’t reject a guaranteed $27.75 a share.”
In other words, certainty beats theoretical upside.
Zaslav Drives a Harder Bargain
Warner Bros. Discovery CEO David Zaslav is reportedly pushing for an even sweeter deal from Paramount — potentially as much as $4 more per share — on top of absorbing a $2.8 billion breakup fee WBD would owe Netflix if it walks away.
Zaslav is also demanding something else: personal financial backing from Larry Ellison.
David Ellison in an interview with Bloomberg – YouTube, Bloomberg Podcasts
Sources told the Post that Zaslav wants the Oracle founder to personally guarantee tens of billions in debt used to finance the acquisition, mirroring the $40 billion equity guarantee already attached to his son’s bid.
That demand comes at an awkward moment.
Ellison’s net worth — still massive by any reasonable measure — has reportedly declined by nearly $200 billion in recent months due to Oracle stock performance. While Paramount Skydance denies this has affected negotiations, insiders believe it helps explain why the bid has stalled.
Regulatory Scrutiny Still Looms Large
Meanwhile, Netflix’s deal is far from rubber-stamped.
The proposed combination of the world’s largest streaming service with HBO Max — currently the third-largest — has triggered antitrust concerns in the U.S., U.K., and EU. Netflix executives have been meeting with regulators and will face questioning during a Senate Judiciary Subcommittee hearing chaired by Sen. Mike Lee.
Netflix Co-CEO Ted Sarandos – YouTube, WSJ News
Lee has already flagged the deal as raising “a lot of antitrust red flags.”
Netflix CEO Ted Sarandos is expected to testify, alongside a representative from Warner Bros. Discovery.
Still, WBD appears confident enough in the regulatory path to force Paramount’s move now — not later.
Paramount WBD: Final Countdown
For months, the Paramount WBD saga has dragged on through leaks, counteroffers, and financial chess moves. But the amended proxy filing changes the dynamic entirely.
If Paramount Skydance wants Warner Bros. Discovery, it now needs to prove it — with real money, firm guarantees, and no more hedging.
Warner Bros Discovery Logo
Otherwise, shareholders will take Netflix’s cash and move on. And based on how WBD insiders are talking, that outcome is starting to look more likely by the day.
Do you think Paramount will ultimately succeed in buying WBD? Sound off in the comments and let us know!
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There’s a mainstream monopoly on thought. It would be nice if someone could modify CNN into an actual unbiased news source.
Go woke, go broke. Yet no one that matters can admit that that’s the issue with the decline of Hollywood.
It’s like an NBA team drafting dwarfs and blaming losses on the fans.
Zaslav looks like the kind of guy who invites kids into his backyard shop to “repair their bike.”