Netflix Offers All‑Cash $27.75‑Per‑Share Deal for Warner Bros. Discovery, Countering Paramount’s $30 Bid
Updated (2 articles)
All‑Cash Offer Sets $27.75 Per Share Valuation Netflix announced an all‑cash proposal valuing Warner Bros. Discovery (WBD) at $27.75 per share, covering both the movie studio and streaming assets, which will be split into a new publicly traded Warner Bros. entity while CNN and other channels form Discovery Global [1]. The cash price replaces the earlier cash‑and‑stock structure introduced six weeks earlier [1]. Financing will draw on Netflix’s cash reserves, existing credit facilities, and committed financing arrangements [1].
Shareholder Vote Planned After SEC Review WBD CEO David Zaslav said a special shareholder meeting will be scheduled once the SEC completes its review, targeting a spring timeframe for the vote [1]. The company expects the simplified cash structure to accelerate shareholder approval [1]. The vote will determine whether Netflix’s offer proceeds or if alternative bids succeed [1].
Paramount Counters With $30 Offer and Proxy Threat Paramount continues to press a $30‑per‑share offer for WBD, positioning it above Netflix’s cash price [1]. The studio has signaled a proxy fight to replace board members if its bid is rejected [1]. Paramount also filed a Delaware lawsuit seeking valuation data to aid shareholders, but the court denied its request to expedite the case [1].
Legal Dispute Highlights Valuation Disagreement The lawsuit underscores the clash over WBD’s true worth, with Paramount arguing that shareholders need detailed financial information before tendering [1]. Netflix’s all‑cash approach aims to simplify the transaction and reduce uncertainty [1]. The court’s denial of an expedited hearing keeps the dispute in the background as the shareholder vote approaches [1].
Timeline
Early Dec 2025 – Warner Bros. Discovery’s board approves a $27.75‑per‑share deal with Netflix, valuing the company at $82.7 billion and combining $23.25 in cash with $4.50 in Netflix stock, setting the stage for a contested acquisition [2].
Dec 8 2025 – Paramount launches a hostile all‑cash bid for Warner Bros. Discovery at $30 per share, valuing the target at $108.4 billion, with CEO David Ellison stating “the all‑cash offer is more likely to clear antitrust scrutiny” [2].
Dec 8 2025 – Warner Bros. Discovery commits to review Paramount’s proposal and issue a recommendation to shareholders within ten business days, as part of its internal governance process [2].
Dec 8 2025 – Market reacts sharply: WBD shares rise 7% to about $28, Paramount shares climb 4%, while Netflix stock falls over 3%, reflecting investor anticipation of a bidding war [2].
Dec 8 2025 – The merger agreement stipulates a $2.8 billion break‑up fee payable to Netflix if Paramount ultimately acquires WBD, underscoring the high stakes of the contest [2].
Dec 8 2025 – Paramount argues its offer avoids the “risk of combining the No. 1 and No. 3 streaming services,” positioning the cash bid as a simpler, regulator‑friendly alternative [2].
Jan 20 2026 – Netflix revises its proposal to an all‑cash offer of $27.75 per share, financed by cash on hand, credit facilities and committed financing, to simplify the structure and accelerate a shareholder vote [1].
Jan 20 2026 – Netflix’s cash‑only bid aims to blunt Paramount’s takeover attempt, with Paramount continuing to push its $30‑per‑share offer and threatening a proxy fight to replace board members [1].
Jan 20 2026 – Warner Bros. Discovery CEO David Zaslav says the company will schedule a special shareholder meeting after the SEC completes its spring review, targeting a vote on the Netflix deal [1].
Jan 2026 – Paramount files a Delaware lawsuit seeking valuation information to aid shareholders; the court denies Paramount’s request to expedite the case, limiting its ability to pressure a decision [1].
Spring 2026 (expected) – Warner Bros. Discovery plans to hold a special stockholder vote following SEC clearance, determining whether the all‑cash Netflix acquisition proceeds [1].