WASHINGTON (dpa-AFX) - Paramount Skydance Corp. (PSKY) on Thursday called on Warner Bros. Discovery, Inc. (WBD) shareholders to register their preference for Paramount's 'superior' $30-per-share, all-cash proposal by tendering their shares to the WBD board. The company claims that its proposal offers greater certainty and value than WBD's existing deal with Netflix Inc. (NFLX).
On Wednesday, Warner Bros. announced that its Board of Directors has unanimously determined that the amended Paramount Skydance tender offer is not in the best interests of WBD and its shareholders and does not meet the criteria of a 'Superior Proposal' under the terms of WBD's merger agreement with Netflix.
Paramount Skydance said WBD's refusal to engage on the offer comes despite Paramount addressing all concerns previously raised by the board, including providing an irrevocable personal guarantee from Larry Ellison to back the equity financing. The company said its bid is fully financed and delivers immediate, easy-to-value consideration.
Paramount contrasted its proposal with Warner Bros. Discovery's agreement with Netflix, which combines cash, stock, and a stake in the planned Discovery Global spin-off. Paramount argued that market movements have reduced the value of the Netflix transaction and that the Discovery Global equity could be worth little to nothing if appropriately capitalized.
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