Paramount Escalates Battle for Warner Bros. Discovery With Hostile Cash Tender

Written by Sandra Leggero

Sandra Leggero has a background in financial markets, having spent more than 9 years in commodities trading for several European and Asian companies. She holds a degree in Economics from the University of Pavia and specializes in emerging markets.

, | Updated: December 8, 2025

Key Moments

Paramount launched a hostile $30-per-share all-cash tender offer directly to Warner Bros. Discovery shareholders, including the Global Networks business.
Netflix previously agreed to acquire Warner Bros. Discovery for $27.75 per share in a cash-and-stock deal, valuing the company at an enterprise value of $82.7 billion including debt.
President Donald Trump said the Netflix-Warner Bros. Discovery transaction “could be a problem” and that he will be involved in the federal review of the $72 billion deal.

Paramount Takes Its Offer Directly to Shareholders

NEW YORK (AP) – Paramount intensified the takeover contest for Warner Bros. Discovery by launching a hostile bid that bypasses the board and appeals straight to shareholders, directly challenging a recently announced agreement with Netflix valued at $72 billion.

On Monday, Paramount unveiled a tender offer of $30 per share in cash for all outstanding shares of Warner Bros. Discovery, explicitly including the company’s Global Networks operations. As part of the move, Paramount is urging Warner Bros. Discovery investors to vote down the competing proposal from Netflix.

The cash bid matches a previous offer that Warner Bros. Discovery declined in favor of the Netflix transaction, which management had already endorsed.

Competing Deal Structures: All-Cash vs. Cash-and-Stock

Paramount sharply criticized the structure and risk profile of the Netflix bid, arguing that it “exposes WBD shareholders to a protracted multi-jurisdictional regulatory clearance process with an uncertain outcome along with a complex and volatile mix of equity and cash.”

The company said it had put forward six separate proposals to Warner Bros. Discovery over a span of 12 weeks before deciding to proceed with a hostile approach.

Paramount Chairman and CEO David Ellison framed the offer as beneficial for industry stakeholders. “We believe our offer will create a stronger Hollywood. It is in the best interests of the creative community, consumers and the movie theater industry,” Ellison said in a statement. “We believe they will benefit from the enhanced competition, higher content spend and theatrical release output, and a greater number of movies in theaters as a result of our proposed transaction,”

Details of the Netflix-Warner Bros. Discovery Agreement

On Friday, Netflix reached a definitive agreement to acquire Warner Bros. Discovery, the studio behind franchises such as “Harry Potter” and the HBO Max streaming service. Under that deal, Warner Bros. Discovery shareholders would receive $27.75 per share in a combination of cash and Netflix stock.

The Netflix transaction assigns Warner Bros. Discovery an enterprise value of $82.7 billion, inclusive of debt. Closing is anticipated within 12 to 18 months, contingent on Warner Bros. Discovery completing its previously announced separation of its cable businesses. Networks including CNN and Discovery are excluded from the scope of the Netflix acquisition.

Side-by-Side Deal Comparison

Aspect	Paramount Offer	Netflix Agreement
Type of transaction	Hostile tender offer	Agreed transaction
Offer price per share	$30 (all cash)	$27.75 (cash and stock)
Included businesses	Entire company, including Global Networks	Warner Bros. Discovery after separation of cable operations; excludes CNN and Discovery networks
Enterprise value (including debt)	Not specified	$82.7 billion
Regulatory/closing timeline	Not specified; Paramount warns of regulatory risk for Netflix deal	Expected to close in 12–18 months

Political and Regulatory Spotlight

The growing scale of the proposed Netflix-Warner Bros. Discovery combination has already attracted political attention. President Donald Trump said Sunday that the agreement “could be a problem” in light of the market share the merged entity would command.

The president also stated that he will be involved in determining whether the federal government should approve the $72 billion deal.

Tender Offer Timeline and Market Reaction

Paramount’s hostile tender offer is scheduled to expire on Jan. 8, 2026, unless the company chooses to extend the deadline.

Equity markets reacted swiftly to the developments. Shares of Warner Bros. Discovery and Paramount climbed between 5% and 6% at the opening bell on Monday, while shares of Netflix edged lower.