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Paramount Skydance Raises Bid, Targets Warner Bros Discovery Before Feb 23 Deadline

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Paramount Ups Bid While Netflix Holds Steady Offer Paramount Skydance submitted a higher, undisclosed offer for Warner Bros Discovery on Feb 24, aiming to outpace Netflix’s standing $27.75‑per‑share cash proposal that values the studio at $82.7 billion [1]. Warner Bros Discovery has demanded a “best‑and‑final” proposal by the Feb 23 deadline after rejecting an enhanced offer that would have paid a $2.8 billion termination fee to Netflix [1]. Analysts at MoffettNathanson argue that a $34‑per‑share bid (≈$108 billion) from Paramount could end the contest [1].

Warner Bros. Discovery Reopens Talks, Sets Shareholder Meeting On Feb 17 the company reopened negotiations with Paramount Skydance, granting a week for a final offer and scheduling a special shareholders meeting for March 20 [2]. Warner Bros Discovery still prefers the Netflix merger, which would spin off CNN and Discovery TV into a new public entity called Discovery Global [2][1]. The firm’s board will evaluate both bids before the March 20 vote [1].

Financing Structure and Quarterly Ticking Fee Highlighted Paramount’s $108 billion bid is financed by $43.6 billion in equity from Larry Ellison and RedBird Capital and $54 billion in debt from Bank of America, Citigroup and Apollo Global Management [2]. It also proposes a 25‑cent‑per‑share “ticking fee,” amounting to roughly $650 million each quarter, if the merger does not close by Dec 31, 2026, and will cover the $2.8 billion termination fee should Warner walk away from Netflix [2]. Netflix’s offer excludes CNN and Discovery TV, leaving those assets for the spin‑off [2].

Activist Stakeholder and Regulatory Hurdles Shape Deal Ancora Capital, holding about a $200 million stake, warned it will vote against the Netflix transaction and hold the board accountable at the March 20 meeting if Warner Bros Discovery does not re‑engage with Paramount [1]. Paramount claims it has cleared foreign‑investment approval in Germany and is negotiating antitrust clearance in the U.S., EU and UK, arguing its path is clearer than Netflix’s [1]. U.S. and European regulators continue to scrutinize both proposals for competition concerns [1].

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Timeline

2025 – Warner Bros. announces it will split into two publicly traded companies, Warner Bros. and Discovery Global, with the separation slated for six to nine months, laying groundwork for a potential sale of its studio and streaming assets[4].

Jan 20, 2026 – Netflix revises its offer to an all‑cash transaction at $27.75 per share, adds value for future Discovery Global shares, and receives board approval from both firms, aiming to simplify the deal and accelerate a shareholder vote[1][4].

Jan 20, 2026 – CEO David Zaslav says the revised agreement “brings the two storytelling powerhouses closer together,” underscoring strategic synergy[1].

Jan 20, 2026 – Netflix shares rise about 1.3% pre‑market, while Warner Bros. Discovery stock edges lower, reflecting investor reaction to the cash‑only structure[4].

Jan 20, 2026 – Paramount Skydance intensifies its rival bid, files a Delaware Chancery suit to force Warner to disclose valuation details, and signals it will name its own director slate before the next shareholder meeting[4].

Feb 17, 2026 – Warner Bros. Discovery reopens negotiations with Paramount Skydance, giving a week to submit a final offer by Feb 23 and scheduling a special shareholders meeting for March 20, though it still prefers the Netflix merger[3].

Feb 18, 2026 – Paramount Skydance proposes a $108 billion all‑cash acquisition, financed by $43.6 billion of equity from Larry Ellison and RedBird Capital and $54 billion of debt, and adds a “ticking fee” of 25 cents per share each quarter if the deal does not close by Dec 31, 2026, plus coverage of a $2.8 billion termination fee[3].

Feb 18, 2026 – Warner Bros. Discovery shares climb over 3% and Paramount Skydance shares rise more than 5% on the news, while Netflix pledges a 45‑day theatrical window for Warner films to address antitrust concerns[3].

Feb 23, 2026 – Warner demands a “best‑and‑final” proposal from Paramount, setting the deadline for the rival bid and signaling readiness to move forward with the highest offer[2].

Feb 24, 2026 – Paramount Skydance raises its bid to outpace Netflix, retaining Netflix’s right to match and prompting analysts to suggest a $34‑per‑share offer could end the contest[2].

Feb 24, 2026 – Ancora Capital, holding roughly a $200 million stake, warns it will vote against the Netflix transaction and hold the board accountable at the March 20 shareholder meeting if Warner does not re‑engage with Paramount[2].

Feb 24, 2026 – Paramount secures foreign‑investment clearance in Germany and is negotiating with antitrust regulators in the U.S., EU and UK, arguing its approval path is clearer than Netflix’s[2].

Mar 20, 2026 – A special shareholders meeting is slated to decide Warner Bros. Discovery’s fate, with Ancora poised to oppose the Netflix deal unless a better offer emerges[2].

2026 (ongoing) – The Netflix‑Warner merger is expected to close within a 12‑ to 18‑month window, subject to extensive antitrust review that could extend the timeline[1].

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