Warner Bros. Discovery has formally rejected a hostile takeover proposal from Paramount Skydance, stating that the offer fails to match the value and certainty of its existing merger agreement with Netflix.
In a statement released on Tuesday, January 6, WBD said its board of directors unanimously determined that Paramount’s revised proposal does not qualify as a “Superior Proposal” under the terms of the Netflix merger agreement.
The company said the Paramount offer delivers insufficient value and carries elevated financial, operational, and execution risks. The board also warned shareholders not to tender their shares.
WBD Chairman Samuel A. Di Piazza Jr. raised concerns that the bid relies on an extraordinary level of debt financing. He said this structure creates significant uncertainty about Paramount’s ability to complete the transaction and provides limited safeguards if the deal collapses.
Warner Bros. Discovery rejects latest takeover bid from Paramount Skydance: ‘They’re not listening to us’ https://t.co/oSP9Gruh4I pic.twitter.com/yTfZ8YJCXK
— New York Post (@nypost) January 7, 2026Under the existing Netflix agreement, Warner Bros. Discovery shareholders would receive $23.25 per share in cash, plus Netflix stock valued at about $4.50 per share. The deal also allows continued ownership in Discovery Global, a planned spinoff that will hold WBD’s international networks and sports assets.
The board said this structure provides stronger financial stability and clearer long-term value creation.
Warner Bros. Discovery recommended its shareholders reject Paramount’s amended hostile bid for the company, saying its existing deal with Netflix remains superior https://t.co/UAEbdOH8XU
— The Wall Street Journal (@WSJ) January 7, 2026By contrast, WBD estimated that accepting Paramount’s offer would immediately trigger about $4.7 billion in costs. These include a $2.8 billion breakup fee payable to Netflix, debt-related penalties, and higher interest expenses. The board noted that these costs would significantly erode the effective value of Paramount’s proposed $5.8 billion termination fee.
Read: Larry Ellison Guarantees $40.4B for Paramount’s Revised Warner Bros Bid
Directors also compared Paramount’s bid to a highly leveraged buyout that could burden the combined company with nearly $87 billion in debt. Such a structure would make it the largest leveraged buyout in history.
According to WBD, this level of leverage would heighten financial risk, complicate regulatory approvals, and restrict operations during a projected 12- to 18-month closing period. The board warned that prolonged uncertainty could harm business performance and shareholder value.
