President of Payne Capital Management Ryan Payne joins ‘Mornings with Maria’ to discuss Warner Bros. rejection Discovery to discuss Paramount’s hostile bid amid Netflix’s attempt to buy the media giant and more.
The board of directors of Warner Bros. Discovery, Inc. urged shareholders to reject Paramount Skydance’s hostile takeover bid for the company, arguing it poses “significant” risks and costs.
The media giant said Wednesday that members of its board of directors determined that Paramount Skydance’s offer was “not in the best interests” of the company or its shareholders, and that they continue to “unanimously” recommend the merger with Netflix.
Warner Bros. Discovery agreed to sell its film and television studios and streaming platform HBO Max to Netflix on December 5 in a cash-and-stock deal worth $27.75 per share, bringing its stock value to $72 billion. Within days of that announcement, Paramount announced an all-cash offer to acquire Warner Bros. for $30.00 per share in cash, with the company suggesting it was a “superior” offer.
NETFLIX EYES MLB HOME RUN DERBY AFTER ESPN’S EARLY DEPARTURE FROM LONG-TERM MEDIA RIGHTS PACKAGE: REPORT
But after reviewing Paramount’s offer, the board argued that it does not qualify as a “superior proposal” compared to the merger deal the company had already announced with Netflix.
An aerial view of the Warner Bros. logo displayed on the Warner Bros. water tower. Studio on December 5, 2025 in Burbank, California. (Mario Tama/Getty Images/Getty Images)
In a letter to shareholders, the board reiterated that Paramount’s offer “does not provide sufficient value and involves numerous, significant risks and costs.” The board also attacked the deal, saying it misled shareholders by promising that Paramount’s proposed transaction has a “full backstop” from the Ellison family, meaning a full guarantee that all necessary financing for the deal will be provided.
“That is not the case, and has never happened,” the board wrote.
Oracle co-founder Larry Ellison and his son David Ellison effectively took control of Paramount Global after its merger with Skydance Media closed in August. The Warner Brothers board argued that the Ellison family never committed to fully covering the required financing, meaning Paramount’s proposal does not provide guaranteed financing.
Warner Bros. Studio in Burbank, CA on Thursday, December 11, 2025. (Myung J. Chun/Los Angeles Times via Getty Images/Getty Images)
NETFLIX BUY WARNER BROS. DISCOVERY IN $72B DEAL
“Despite being told this repeatedly by WBD [Warner Brothers Discovery] how important a full and unconditional financing commitment from the Ellison family was – and despite their own ample resources, as well as multiple commitments from PSKY [Paramount Skydance] during our strategic review process that such a commitment was imminent – the Ellison family chose not to support the PSKY [Paramount Skydance] offer,” the board writes.
In comparison, the board said the company’s merger with Netflix is a binding agreement with enforceable obligations, without the need for equity financing and robust debt obligations. It is also fully backed by a publicly traded company with a market capitalization of more than $400 billion and an investment-grade balance sheet, the board said.
In this photo illustration, a man holds an iPhone running the Netflix and Warner Bros. streaming apps. appear on his phone screen. (Anna Barclay/Getty Images/Getty Images)
‘SESAM STREET’ INK STREAMING DEAL WITH NETFLIX
Under the terms of the Netflix deal, the streaming platform would acquire Warner Bros.’s film and television studios and streaming platform. Discovery, HBO Max, take over. Franchises, shows and films such as ‘The Big Bang Theory’, ‘The Sopranos’, ‘Game of Thrones’, ‘The Wizard of Oz’ and the DC Universe will be part of Netflix’s extensive portfolio.
Netflix said the deal will allow it to significantly expand U.S. production capacity and continue to increase investment in original content over the long term, which the company says will create jobs and strengthen the entertainment industry.
GET FOX BUSINESS ON THE GO BY CLICKING HERE
But the deal could face regulatory challenges as some lawmakers argue the merger would give Netflix too much control over content and distribution.
Last month, Sen. Roger Marshall, R-Kan., sent a letter to the Justice Department and the Federal Trade Commission saying a deal between the two companies would create one of the largest content consolidations in modern media history, hurting consumers, workers and competition in the entertainment market.
