WASHINGTON (dpa-AFX) - Warner Bros. Discovery Inc. (WBD) announced that it has received an amended, unsolicited tender offer from Paramount Skydance Corp. (PSKY). The proposal seeks to acquire all outstanding shares of Warner Bros. Discovery common stock.
The Warner Bros. Discovery Board of Directors will carefully review and evaluate Paramount Skydance's offer. This review will be conducted in accordance with the terms of Warner Bros. Discovery's existing agreement with Netflix, Inc.
This latest offer from Paramount Skydance follows the Board's unanimous rejection of a previous unsolicited tender offer received on December 8, 2025. After thorough consideration, the Board determined that the earlier proposal offered inadequate value, carried significant risks and costs for WBD and its stockholders, and failed to qualify as a 'Superior Proposal' under the Netflix Merger Agreement, Warner Bros. Discovery said.
At this time, Warner Bros. Discovery Board is not altering its recommendation regarding the Netflix Merger Agreement. Warner Bros. Discovery will complete its review of the Amended Tender Offer and provide stockholders with the Board's recommendation once the evaluation is finalized.
In the meantime, Warner Bros. Discovery advises its stockholders not to take any action with respect to the amended Paramount Skydance tender offer until further guidance is issued.
Earlier today, Paramount Skydance announced that Larry Ellison, the current CTO and Executive Chair of Oracle, agreed to personally guarantee $40.4 billion of the equity financing for the Warner Bros. Discovery, Inc. offer and any damages claims against Paramount.
According to Paramount, the Ellison family trust owns approximately 1.16 billion shares of Oracle common stock and all material liabilities of the trust are publicly disclosed.
Paramount's revised proposed merger agreement offers improved flexibility to WBD on debt refinancing transactions, representations and interim operating covenants in response to WBD's need for flexibility in interim operations. The regulatory termination fee is hiked to $5.8 billion from $5 billion to match the pending transaction.
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