On December 17, 2025, Warner Bros. Discovery’s board issued a unanimous letter urging shareholders to reject Paramount Skydance’s all‑cash offer of $108.4 billion, or $30 per share, and to continue pursuing the previously announced merger with Netflix. The board’s recommendation will be presented at the annual meeting, with a voting deadline of January 8, 2026.
Paramount Skydance’s proposal was criticized for lacking a firm financing guarantee. The offer relied on a revocable trust and a contingent commitment from the Ellison family, raising concerns that the cash payment could be delayed or reduced. The board concluded that the financing uncertainty outweighed the higher per‑share price, labeling the offer “inadequate” and “ill‑usory.”
The Netflix deal, announced on December 5, 2025, values Warner Bros. Discovery’s film and television studios, HBO, and HBO Max at $27.75 per share in a mix of cash and stock. The board viewed the Netflix transaction as a more certain and strategically aligned option, with a robust debt‑backed financing structure and a public‑company counterparty that mitigates regulatory risk.
Financially, Warner Bros. Discovery reported Q3 2025 revenue of $9.0 billion, a 6% ex‑FX decline from the prior year quarter, and a net loss of $148 million. Adjusted EBITDA rose 2% ex‑FX to $2.5 billion. Segment data show studios revenue up 23% to $3.321 billion, while global linear networks revenue fell 23% to $3.883 billion. Direct‑to‑consumer revenue grew 5% to $2.65 billion. These figures illustrate a shift toward higher‑margin content production and streaming, offset by a decline in legacy linear network performance.
Board Chair Samuel A. Di Piazza Jr. said the board had “carefully evaluated the offer and concluded it was inadequate, with significant risks and costs for shareholders.” Netflix co‑CEO Ted Sarandos praised the merger as “the superior, more certain value for stockholders,” highlighting the complementary nature of the combined content libraries and distribution platforms.
The decision follows Paramount Skydance’s own merger with Skydance Media, completed on August 7, 2025, and occurs amid regulatory scrutiny of large media consolidations. The board’s focus on the Netflix deal signals confidence in its financing structure and a strategic pivot toward a streaming‑centric model, while eliminating the uncertainty of a potential $30‑per‑share takeover. The outcome will shape Warner Bros. Discovery’s competitive position, capital structure, and long‑term growth trajectory.
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