Paramount’s David Ellison Pushes Harder to Win Warner Bros. Discovery Over Netflix Rejection

Paramount Skydance is continuing its push to win over Warner Bros. Discovery shareholders, even after the media giant’s board rejected its latest takeover offer. Paramount, led by David Ellison, insists that its $30-per-share all-cash proposal is stronger than the $83 billion deal WBD reached with Netflix.

In a Thursday statement, Paramount highlighted WBD’s refusal to consider its offer. The company said the board “decided not to engage on Paramount’s $30.00 per share, fully financed all-cash offer to acquire all of WBD.” The rejection came after WBD recommended moving forward with Netflix’s proposal instead.

“Throughout this process, Paramount has diligently and constructively addressed each concern raised by WBD,” the company said, pointing to its efforts to resolve issues raised by the board. Paramount also emphasized that it provided a personal guarantee from Larry Ellison for the equity portion of the financing in its amended December offer.

David Ellison, chairman and CEO of Paramount Skydance, defended the bid, saying it offers shareholders more certainty and value. “Our offer clearly provides WBD investors greater value and a more certain, expedited path to completion,” Ellison said. “We remain committed to engaging with them on the merits of our superior bid and advancing our ongoing regulatory review process.”

Paramount criticized the Netflix deal for being less reliable. The company noted that when the Netflix transaction was announced in December, it included $23.25 in cash, $4.50 in Netflix stock, and a share in a planned Discovery Global spin-off. Paramount said the drop in Netflix’s stock price since then has lowered the total value of the deal to WBD shareholders to about $27.42 per share.

Paramount also questioned the value of the planned Discovery Global spin-off. “The WBD board has not disclosed any analysis to help shareholders value their potential ongoing ownership,” the company said, noting that shares in the comparable Versant Media recently debuted and underperformed.

Under Netflix’s agreement, the streaming giant would pay $27.75 per share for WBD’s films and TV studios, HBO, HBO Max, and games division. The deal would close after WBD spins off Discovery Global, which is set to include CNN, TBS, HGTV, Food Network, and Discovery+.

Analyst Laurent Yoon from Bernstein & Co. said Paramount faces a tough fight. “A modest increase in Paramount’s WBD bid would likely only trigger another round of tit-for-tat,” Yoon wrote. “Netflix seems determined to move forward, backed by a superior balance sheet and growing cash flow — resources that even Larry Ellison could not easily match.”

Paramount has not indicated any plans to raise its offer beyond $30 per share, leaving its future moves uncertain as Netflix appears positioned to continue its deal.

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