An American flag flies at the Warner Bros. studio. in Burbank, California on September 12, 2025.
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THE Discovery of Warner Bros. The board of directors on Wednesday again unanimously recommended that WBD shareholders reject a hostile takeover bid from Paramount Skydance.
The board said it continued to believe Paramount’s offer was “inferior” to a previously announced deal with Netflix has buying WBD’s studios and streaming business for $72 billion.
“We signed a merger agreement with Netflix, it’s compelling value, a clear path to closing and protections for our shareholders if anything prevents closing, no matter what,” WBD Chairman Samuel Di Piazza told CNBC’s David Faber on “Scream box”Wednesday morning.
In the days following the announcement of this agreement, Paramount launched its hostile offeroffering directly to shareholders a $30 per share, all-cash offer for the entirety of Warner Bros. Discovery, including its television networks.
The WBD Board of Directors made a initial recommendation to reject the offer, and Paramount then made a new push to obtain the coveted assets. At the end of December, Paramount guaranteed support billionaire Larry Ellisonthe father of Paramount Skydance CEO David Ellison, in a clear response to questions raised by the WBD board.
Di Piazza previously told CNBC that the board was concerned about supporting Oracle co-founder Larry Ellison.
In an amended offer late last year, Paramount said Larry Ellison agreed not to revoke the family trust or adversely transfer its assets during a pending transaction. However, Paramount Skydance did not increase its offer amount.
“PSKY has repeatedly failed to submit the best proposal to WBD shareholders despite clear instructions from WBD on shortcomings and potential solutions,” the WBD board said in a statement. a letter to shareholders Wednesday.
“The WBD board, management team and our advisors have engaged extensively with PSKY representatives and provided them with explicit instructions on how to improve each of its offers. Yet PSKY has continued to submit offers that still include many of the deficiencies we have previously repeatedly identified at PSKY, none of which are present in the Netflix merger agreement, while asserting that its offers do not represent its ‘best and final’ proposal,” the board continued of administration.
In a Thursday’s responseParamount Skydance reiterated its $30 per share offer, once again arguing that it is superior to Netflix’s deal based on the estimated value of the Discovery Global networks business.
“Our offer clearly provides WBD investors with greater value and a more certain, quicker path to completion. Throughout this process, we have worked hard for WBD shareholders and remain committed to engaging with them on the merits of our superior offer and advancing our ongoing regulatory review process,” David Ellison said in a statement.
Shareholder pressureParamount first expressed interest in acquiring all of Warner Bros.’ assets. Discovery in September. The company made three buyout offers before Warner Bros. Discovery does initiate a formal sales process, inviting other bidders to join us.
In a letter to WBD board members Wednesday, Matthew Halbower, CEO of Pentwater Capital Management, said the board “made a mistake” in not committing to Paramount’s revised offer.
Pentwater is WBD’s seventh largest shareholder.
“Paramount has proposed a price of $30 per share that is economically superior, it is superior in terms of regulatory risk, and I understand that the board has legitimate concerns about that, but those legitimate concerns do not justify giving Paramount the stiff arm and refusing to have a conversation,” Halbower told Faber Wednesday morning. “This is not how I want my board to act.”
Halbower’s letter argues that the reasons given by the board for not pursuing Paramount’s offer were insufficient and that the board “breached its fiduciary duties” to its shareholders.
“We’re a small voice, but I think it’s important that the board at least hears our voice as the seventh largest shareholder, because I think what they’re doing is wrong,” Halbower said on CNBC. “If Paramount leaves, then it will be a lost opportunity.”
Netflix released its own statement Wednesday, welcoming the WBD board’s recommendation and noting that it has engaged with the U.S. Department of Justice and the European Commission on antitrust concerns surrounding the merger.
“The WBD Board of Directors fully supports and continues to recommend the Netflix merger agreement, recognizing it as the superior proposition that will bring the greatest value to its shareholders, as well as consumers, creators and the entertainment industry as a whole,” Netflix co-CEOs Ted Sarandos and Greg Peters said in the statement.
