Warner Bros. Discovery board recommends shareholders reject Paramount's acquisition offer

ISTANBUL

The board of Warner Bros. Discovery (WBD) on Wednesday recommended that shareholders reject Paramount’s acquisition offer and support the deal reached with Netflix, which it described as a "superior" offer.

"The Warner Bros. Discovery Board unanimously reiterates its recommendation in support of the Netflix combination and recommends that WBD shareholders reject Paramount Skydance' (PSKY) offer," WBD's board said in a statement.

It stated that Paramount's $108.4 billion offer is not in the "best interests" of WBD and its shareholders and does not meet the criteria of a "Superior Proposal" under the terms of WBD's merger agreement with Netflix announced on Dec. 5, 2025.

Netflix announced that it had reached an agreement with Warner Bros. Discovery to acquire Warner Bros.'s film and television studios, including HBO Max and HBO, for an equity valuation of $72 billion and a total enterprise valuation of $82.7 billion.

Later, media and entertainment company Paramount announced that it had made an offer to buy all of Warner Bros. Discovery's stock for $30 per share in cash, resulting in a total enterprise value of $108.4 billion.

"Following a careful evaluation of Paramount's recently launched tender offer, the Board concluded that the offer's value is inadequate, with significant risks and costs imposed on our shareholders," said Samuel Di Piazza, Jr., chair of the Warner Bros. Discovery Board of Directors.

"This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination," Di Piazza noted.

The statement pointed out that Paramount's offer carries an unacceptable level of risk and downside potential for WBD shareholders and reminded them that accepting the offer would necessitate paying Netflix a $2.8 billion termination fee.

"We look forward to moving forward with our merger with Netflix and realizing the definite and strong value it will create for shareholders," the statement added.