""The Board unanimously determined that the Paramount's latest offer remains inferior to our merger agreement with Netflix across multiple key areas," said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. "Paramount's offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed.""
""The big change to Paramount's offer on December 22 regarded the personal guarantee of Larry Ellison, father of Paramount owner David Ellison, as the WBD board had objected to the previous offer being guaranteed by a trust. Paramount's bid also lost the backing of Jared Kushner, President Trump's son-in-law, halfway through December, although it still features a consortium of Middle Eastern investors,""
Warner Bros. Discovery's Board of Directors unanimously recommended that stockholders reject Paramount Skydance's revised offer and approve the Netflix deal. The Board determined Paramount's offer is inferior across multiple key areas, citing insufficient value, extraordinary debt financing that creates risks to closing, and lack of shareholder protections if a transaction is not completed. Under terms announced December 5, Netflix will acquire Warner Bros., including film and television studios, HBO Max and HBO, in a cash-and-stock transaction valued at $27.75 per WBD share, with a total enterprise value of about $82.7 billion and equity value of $72 billion. The transaction preserves the planned separation of Discovery Global, expected in the third quarter of 2026. Paramount's rival bid values all of WBD at around $108 billion enterprise and about $74.35 billion equity, and the revised offer added a personal guarantee by Larry Ellison while losing Jared Kushner's backing and retaining Middle Eastern investors.
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