Netflix Crimps Down on Warner Bros Bid with All-Cash Offer as Paramount Skews the Process
In a move to streamline its pursuit of Warner Bros Discovery (WBD), streaming giant Netflix has sweetened its $82.7 billion offer by transitioning it into an all-cash deal, aiming to expedite completion in the face of a hostile bid from rival company Paramount Skydance.
Originally, Netflix secured the unanimous backing of WBD's board with a cash-and-shares proposal valued at $27.75 per share. However, the two companies have now switched to an all-cash offer at the same valuation as the original deal, citing that this simplifies the transaction structure and provides greater financial certainty for WBD stockholders.
Ted Sarandos, co-CEO of Netflix, stated that the revised all-cash agreement will enable an expedited timeline to a stockholder vote, allowing investors to weigh in on the proposed deal as soon as April. "Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash," he said.
In contrast, Paramount Skydance has continued its hostile bid for WBD, planning to nominate directors to the board to vote against the approval of the Netflix deal. The company has filed a lawsuit seeking disclosure of financial information related to the agreement but had its suit rejected by a Delaware court judge last week.
To win what is known as a proxy fight, Paramount will need to convince enough WBD investors to cast their votes in favor of its nominees and replace existing or new directors proposed by WBD's board. The company has also proposed an amendment to WBD's bylaws requiring shareholder approval for the planned spin-off of the global networks business.
Under the terms of Netflix's deal, WBD would take control of prized assets such as Warner Bros and HBO, home to popular shows like Game of Thrones and Succession. In the event that WBD were to walk away from the agreement, it would incur significant costs, including a $2.8 billion breakup fee.
Despite these challenges, Netflix appears confident in its ability to secure government approval for the acquisition. "We're working really hard to close the acquisition of Warner Bros Studios and HBO, which we see as a strategic accelerant," said Sarandos.
The deal has seen shares in WBD drop 4.5% following the announcement, while analysts have projected annual revenue at between $50.7 billion and $51.7 billion for 2026. Netflix, on the other hand, has reported surpassing 325 million subscribers, bolstered by the return of hit shows like Stranger Things and Nobody Wants This.
In a move to streamline its pursuit of Warner Bros Discovery (WBD), streaming giant Netflix has sweetened its $82.7 billion offer by transitioning it into an all-cash deal, aiming to expedite completion in the face of a hostile bid from rival company Paramount Skydance.
Originally, Netflix secured the unanimous backing of WBD's board with a cash-and-shares proposal valued at $27.75 per share. However, the two companies have now switched to an all-cash offer at the same valuation as the original deal, citing that this simplifies the transaction structure and provides greater financial certainty for WBD stockholders.
Ted Sarandos, co-CEO of Netflix, stated that the revised all-cash agreement will enable an expedited timeline to a stockholder vote, allowing investors to weigh in on the proposed deal as soon as April. "Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash," he said.
In contrast, Paramount Skydance has continued its hostile bid for WBD, planning to nominate directors to the board to vote against the approval of the Netflix deal. The company has filed a lawsuit seeking disclosure of financial information related to the agreement but had its suit rejected by a Delaware court judge last week.
To win what is known as a proxy fight, Paramount will need to convince enough WBD investors to cast their votes in favor of its nominees and replace existing or new directors proposed by WBD's board. The company has also proposed an amendment to WBD's bylaws requiring shareholder approval for the planned spin-off of the global networks business.
Under the terms of Netflix's deal, WBD would take control of prized assets such as Warner Bros and HBO, home to popular shows like Game of Thrones and Succession. In the event that WBD were to walk away from the agreement, it would incur significant costs, including a $2.8 billion breakup fee.
Despite these challenges, Netflix appears confident in its ability to secure government approval for the acquisition. "We're working really hard to close the acquisition of Warner Bros Studios and HBO, which we see as a strategic accelerant," said Sarandos.
The deal has seen shares in WBD drop 4.5% following the announcement, while analysts have projected annual revenue at between $50.7 billion and $51.7 billion for 2026. Netflix, on the other hand, has reported surpassing 325 million subscribers, bolstered by the return of hit shows like Stranger Things and Nobody Wants This.