Unanimously, the board of directors of Warner Bros. Discovery formally rejected the mega takeover offer of $108 billion dollars Paramount Skydancea conglomerate owned by David Ellison.
David Zaslav's Warner Bros. Discovery has reiterated its support and commitment to the agreement with Netflix by Ted Sarandos, which has been officially underway since December 5. Netflix's offer for $27.75 per share, has a value of $72 billion, and a total enterprise value of $82.7 billion, through which the streamer would buy the studio operations Warner Bros., HBO and HBO Max. The transaction It would be completed after the spin-off of Discovery Global, scheduled for the third quarter of 2026.
Following the WBD announcement, Paramount refuses to give upstating that it will continue to present its case directly to shareholders, with the latest hostile offer of $30.00 per share, indicating for now that it will not increase the price. Paramount's offer is to acquire all of Warner Bros. Discovery (Warner Bros., HBO, HBO Max, and the Discovery Global division that comprises the company's television networks).
This Wednesday, Warner Bros. Discovery declared that its board of directors “has unanimously determined that the takeover bid launched by Paramount Skydance (“PSKY”) on December 8, 2025 is not in the best interest of WBD or its shareholders and does not meet the criteria for a 'Superior Proposal' under the terms of WBD's merger agreement with Netflixannounced on December 5, 2025″, according to information obtained by the LA Times.
Warner Bros. Discovery's board of directors “recommends WBD shareholders reject PSKY's offer.”
In a letter to shareholders, WBD's board of directors explained:
“The terms of the merger with Netflix are superior. “PSKY’s offering offers insufficient value and imposes numerous significant risks and costs on WBD.” Paramount “has consistently misled WBD shareholders by claiming that its proposed transaction has full support from the Ellison family. This is not the case, and never has been.””.
According to WBD's board, Paramount Skydance's most recent proposal includes a $40.65 billion equity commitment, “for which there is no commitment from the Ellison family. Instead, they propose relying on an unknown and opaque revocable trust to secure the financing of this crucial deal.” WBD refers to the revocable trust held by Larry Ellisonthe tycoon and father of David Ellison.
And continues:
“Despite WBD repeatedly reiterating to them the importance of a full and unconditional funding commitment from the Ellison family, and despite their extensive resources, as well as multiple assurances from PSKY during our strategic review process that such a commitment would be realized, the Ellison family has decided not to support PSKY's bid.”
The conglomerate's board of directors stated that A revocable trust “does not replace a commitment guaranteed by a majority shareholder”since the assets and liabilities of the trust are not publicly disclosed and are subject to change.
Additionally, according to WBD's letter, Paramount's takeover offer “may be terminated or modified by PSKY at any time before its termination” and therefore does not amount to a binding merger agreement.
“PSKY offer is illusory” states the WBD board.
Samuel Di Piazza Jr., president of Warner Bros. Discovery, added in another statement:
“After careful evaluation of Paramount's recently launched public takeover bid (OPA), the Board concluded that its value is insufficient, with significant risks and costs for our shareholders. This offer, once again, does not address the key concerns we have consistently communicated to Paramount during our extensive collaboration and review of his six previous proposals. “We are confident that our merger with Netflix represents superior and more secure value for our shareholders and we look forward to taking full advantage of the attractive benefits of our combination.”
THE AGREEMENT WITH NETFLIX STILL STANDS
To make things even clearer, this same day, Netflix issued a statement welcoming the recommendation of the WBD board of directors, mentioning on this new official site, the benefits of the agreement with the company.
Sarandos and Greg Peters, co-CEOs of Netflix, added:
“The Warner Bros. Discovery Board of Directors reiterated that the Netflix merger deal is superior and that our acquisition benefits shareholders. This was a competitive process that provided the best outcome for consumers, creators, shareholders and the entertainment industry as a whole.”
“By acquiring Warner Bros., we will be able to offer audiences and creators around the world even more choice, value and opportunity. This transaction is fundamentally pro-consumer, innovation, creator and growth.”
Ellison has tried for 12 weeks, without success, to reach an agreement to purchase Warner Bros. Discovery. Its initial offer on September 14 was $19 per share, while by December 4 it was offering $30 per share. After it became official that WBD selected Netflix as the highest bidder on December 5, Ellison launched a hostile takeover bid for all of Warner Bros. Discovery on December 8, taking it directly to shareholders.
Source: https://cine3.com/warner-bros-discovery-rechaza-oferta-paramount/
