Paramount Skydance has launched a public all-cash tender offer to acquire all outstanding shares of Warner Bros. Discovery for $30 per share, valuing the proposed transaction at $108.4 billion and representing a premium of 139% over WBD’s undisturbed September 2025 share price. This deal counters Netflix’s offer.
The company said its move follows twelve weeks of unsuccessful attempts to engage with WBD’s Board of Directors, prompting Paramount to take its proposal directly to shareholders in an effort to present what it calls a superior alternative to the previously announced Netflix agreement.
The offer, which covers the entirety of Warner Bros. Discovery, including its Global Networks segment, provides approximately eighteen billion dollars more in cash than the Netflix bid. Paramount argues that WBD shareholders are being steered toward a deal that combines cash and Netflix stock in a structure the company characterizes as complex, volatile, and tied to uncertain regulatory approvals across multiple jurisdictions. Paramount further asserts that the Netflix proposal would leave WBD investors with ownership of a highly leveraged and sub-scale standalone Global Networks entity whose future trading performance remains unclear.
Paramount emphasized that its tender offer provides higher value, greater certainty, and a faster path to completion, supported by fully committed financing. The deal is backed by equity from the Ellison family and RedBird Capital, alongside $54 billion of debt commitments from Bank of America, Citi, and Apollo. Paramount also noted that the offer is not subject to a financing condition and that it expects to secure required regulatory approvals efficiently. The company said it will submit its Hart-Scott-Rodino filing immediately.
According to Paramount, a merger of the two content portfolios would produce a global entertainment company with expanded theatrical and streaming capabilities, a stronger sports rights lineup, and improved linear network performance. Paramount highlighted its commitment to theatrical releases, its plans to maintain and grow WBD’s existing film slat,e and its intention to invest in creative talent across both organizations. The company also pointed to projected cost synergies of more than six billion dollars as well as ongoing standalone efficiency efforts expected to exceed three billion dollars.
The company said the combined assets of Paramount and WBD would result in a more competitive direct-to-consumer platform by bringing together Paramount+ and HBO Max. It added that its partnership with Oracle would provide technology advantages and that access to an extensive sports catalog, including rights connected to the NFL, Olympics, UFC, PGA Tou,r and Champions League, would strengthen its global distribution strategy. Paramount stated that the enhanced linear portfolio and broader advertising reach would generate improved cash flow while giving marketers more options for cross-channel activation.
Paramount believes the proposed combination would create a stronger creative ecosystem and expand the number of theatrical releases each year, positioning the company to invest in new initiatives while supporting the evolution of the broader media industry. The company referenced several recent agreements made after the Skydance merger, including deals with Trey Parker and Matt Stone, the UFC, the Duffer Brothers, and Activision, as examples of its commitment to high-quality content and innovation.
The tender offer has been unanimously approved by Paramount’s Board of Directors and is scheduled to expire on January 8, 2026, unless extended.
KEY QUOTES:
“WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company. Our public offer, which is on the same terms we provided to the Warner Bros. Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion. We believe the WBD Board of Directors is pursuing an inferior proposal which exposes shareholders to a mix of cash and stock, an uncertain future trading value of the Global Networks linear cable business and a challenging regulatory approval process. We are taking our offer directly to shareholders to give them the opportunity to act in their own best interests and maximize the value of their shares.”
David Ellison, Chairman and CEO of Paramount
“We believe our offer will create a stronger Hollywood. It is in the best interests of the creative community, consumers and the movie theater industry. We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction. We look forward to working to expeditiously deliver this opportunity so that all stakeholders can begin to capitalize on the benefits of the combined company.”
David Ellison, Chairman and CEO of Paramount
