The battle for Warner Bros. Discovery has entered a new phase. As Paramount continues to challenge Netflix’s pursuit of the media company, the streaming giant has responded by amending its offer into a fully cash-based deal. The company has now proposed paying $27.75 per share in cash, keeping the overall valuation at about $82.7 billion while removing the stock component without increasing the total value of the transaction.
Netflix’s revised proposal is designed to reduce uncertainty at a time when market volatility has impacted media and technology stocks. Therefore, by eliminating equity from the deal structure, Netflix is offering WBD shareholders a fixed and predictable payout, rather than one tied to fluctuations in Netflix’s share price. The latest move also simplifies the transaction as both companies move closer to a formal shareholder vote, which is expected to take place in April 2026.
Most importantly, Warner Bros. Discovery’s board has unanimously supported the revised deal and continues to recommend that shareholders approve Netflix’s offer. The board has repeatedly argued that Netflix’s proposal offers a higher degree of certainty around financing and deal completion compared with rival approaches. While Paramount has put forward a higher $30-per-share, all-cash offer valuing WBD at about $108 billion, the company’s board has raised concerns about the level of debt involved and the execution risks tied to completing that transaction.
Under the Netflix agreement, WBD shareholders are also expected to benefit from a planned corporate restructuring. The company intends to separate its traditional cable and linear television networks into a standalone entity, often referred to as Discovery Global. That business would be publicly listed, allowing shareholders to retain exposure to those assets in addition to receiving the cash consideration from Netflix.
However, despite these efforts from Netflix, Paramount is making sure the path forward is far from easy for Warner Bros. Discovery. In its first major push, Paramount strengthened its bid by bringing in Oracle CEO Larry Ellison’s personal equity backing, estimated at more than $40 billion, in an attempt to support financing credibility and reassure investors. Even so, WBD has maintained its stance, continuing to urge shareholders to reject Paramount’s proposal. Paramount then escalated the fight in a more aggressive move by taking the acquisition battle to court. The company has challenged WBD’s handling of the process, claiming the media group has failed to provide shareholders with a clear and complete comparison between Netflix’s offer and Paramount’s own higher-priced bid.
Meanwhile, regulators and policymakers are also expected to closely examine any transaction that would place so much of Hollywood’s intellectual property under the control of a single streaming platform. The whole scenario becomes even more critical with Paramount’s tender offer set to expire on January 21.
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