Warner Bros. Discovery has officially determined that Paramount Skydance’s revised $31 per share offer constitutes a “Company Superior Proposal,” escalating the battle for control of the media giant and triggering Netflix’s four-business-day match period.
The announcement marks a major shift from earlier in the week when the board said the proposal could reasonably lead to a superior offer. Now, WBD has formally made that determination.
David Ellison, Chairman and CEO of Paramount, said in response: “We are pleased WBD’s Board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing.”
Update: Netflix officially walks away, paving the way for Paramount to win WBD.
Paramount’s $31 Per Share Offer
The revised Paramount Skydance proposal values WBD at $31.00 per share in cash. The offer also includes a daily ticking fee of $0.25 per share per quarter beginning after September 30, 2026.
Additional protections include a $7 billion regulatory termination fee if the deal fails due to regulatory issues, payment of the $2.8 billion breakup fee WBD would owe Netflix, and a commitment from Larry J. Ellison and an associated trust to provide additional equity funding if required by lenders.
The proposal also adjusts the definition of “Company Material Adverse Effect” to exclude the performance of WBD’s Global Linear Networks segment.
Netflix’s Four-Day Match Window
WBD has notified Netflix of its determination, formally triggering a four-business-day window during which Netflix can propose revisions to its existing merger agreement.
If, after considering any revisions, the WBD board determines in good faith that Paramount Skydance’s proposal remains superior, WBD would be entitled to terminate its merger agreement with Netflix.
Netflix Deal Still Officially Recommended
Despite declaring Paramount’s bid a “Company Superior Proposal,” WBD stated that the Netflix merger agreement remains in effect. The board continues to recommend the Netflix transaction and has not withdrawn or modified its recommendation.
The next four business days now become critical. Netflix can raise its offer or restructure terms in an attempt to regain the upper hand. If not, Paramount Skydance’s $31 per share bid could move WBD closer to exiting its deal with Netflix.
