Warner Bros. Discovery Confirms Receipt of Further Amended Unsolicited Tender Offer from Paramount Skydance
Rhea-AI Summary
Warner Bros. Discovery (NASDAQ: WBD) confirmed receipt of an amended unsolicited tender offer from Paramount Skydance (NASDAQ: PSKY) to acquire all outstanding WBD common shares on Feb 10, 2026. The WBD Board will review the offer in consultation with independent financial and legal advisors and is not modifying its recommendation in favor of the Netflix merger agreement at this time. WBD filed a Schedule 14D-9 solicitation/recommendation statement with the SEC and directed shareholders to review SEC filings. WBD named Allen & Company, J.P. Morgan and Evercore as financial advisors and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton as legal counsel.
Positive
- WBD received an amended unsolicited tender offer from PSKY on Feb 10, 2026
- WBD filed a Schedule 14D-9 with the SEC to inform shareholders
Negative
- WBD is under competing transaction pressure while committed to the Netflix merger agreement
- Board review of the PSKY offer could create near-term uncertainty for shareholders
Market Reality Check
Peers on Argus
Sector peers show mixed moves, with LYV up 4.93% while FOXA and FOX are down and NWS/NWSA modestly higher. This pattern does not mirror WBD’s slight -0.55% move, suggesting stock-specific focus on its deal dynamics.
Historical Context
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Jan 22 | Tender offer extension | Neutral | -0.6% | Paramount files proxy materials and extends its tender offer for WBD. |
| Jan 12 | Bid update | Neutral | -1.7% | Paramount updates WBD shareholders on actions to advance its cash offer. |
| Jan 08 | Offer reaffirmed | Neutral | -0.9% | Paramount reaffirms fully financed <b>$30</b> per share all-cash bid for WBD. |
| Jan 07 | Board recommendation | Neutral | +0.4% | WBD Board urges shareholders to reject amended Paramount offer and back Netflix deal. |
| Dec 22 | Amended tender offer | Neutral | +1.4% | WBD confirms receipt of amended unsolicited Paramount tender offer and begins review. |
Recent headlines about competing Paramount and Netflix transactions have produced modest, mixed 24-hour price moves, indicating investors have reacted incrementally rather than with sharp re-pricings to individual updates.
Over the past several months, WBD news flow has centered on competing strategic transactions from Paramount Skydance and Netflix. Since Dec 22, 2025, WBD has repeatedly confirmed and evaluated unsolicited Paramount tender offers while its Board maintained support for the Netflix merger framework. Subsequent January headlines highlighted Paramount’s reiterated $30 per share offer and WBD’s Board recommendation to reject it, alongside proxy and tender-offer communications. These events show an ongoing contest between the Netflix deal structure and Paramount’s hostile bid, with daily price reactions remaining relatively contained.
Market Pulse Summary
This announcement confirms that WBD received a further amended unsolicited tender offer from Paramount Skydance, while its Board continues to reference obligations under the existing Netflix merger agreement. Recent history shows a sequence of competing deal communications, proxy filings and tender-offer updates. Investors following this situation may focus on Board recommendations, the detailed terms disclosed in SEC filings, and how regulatory and shareholder approval processes shape the eventual outcome of these strategic alternatives.
Key Terms
tender offer financial
Schedule 14D-9 regulatory
proxy statement regulatory
registration statement regulatory
Securities and Exchange Commission regulatory
AI-generated analysis. Not financial advice.
The WBD Board of Directors (the "Board"), consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, will carefully review and consider Paramount Skydance's offer in accordance with the terms of WBD's agreement with Netflix, Inc. ("Netflix") (the "Netflix Merger Agreement").
The Board is not modifying its recommendation with respect to the Netflix Merger Agreement. WBD will review the amended tender offer and advise its stockholders of the Board's recommendation after the completion of that review.
WBD stockholders are advised not to take any action at this time with respect to the amended Paramount Skydance tender offer.
Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to Warner Bros. Discovery and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel.
About Warner Bros. Discovery:
Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com.
Important Information about the Tender Offer and Where to Find It
WBD has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer (the "tender offer") by a subsidiary of PSKY with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Investors and security holders may obtain free copies of the solicitation/recommendation statement as well as other filings by WBD, without charge, at the SEC's website, https://www.sec.gov. In addition, free copies of documents filed with the SEC by WBD will be made available free of charge on WBD's investor relations website at https://ir.wbd.com.
Important Information about the Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between WBD and Netflix (the "proposed transaction"). In connection with the proposed transaction, WBD has filed a preliminary proxy statement with the SEC. The definitive proxy statement, when available, will be sent or given to WBD stockholders. WBD also intends to file a registration statement for a newly formed subsidiary ("Discovery Global"), which is contemplated to own certain assets and businesses of WBD not being acquired by Netflix in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT, REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the proxy statement and registration statement (when available) as well as other filings containing information about WBD and Netflix, without charge, at the SEC's website, https://www.sec.gov. Free copies of the proxy statement and registration statement, once available, and each company's other filings with the SEC may also be obtained from the respective companies. Free copies of documents filed with the SEC by WBD will be made available on WBD's investor relations website at https://ir.wbd.com. Free copies of documents filed with the SEC by Netflix will be made available on Netflix's investor relations website at https://ir.netflix.net.
Participants in the Solicitation
WBD and Netflix and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of WBD is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, under the heading "Executive Officers of Warner Bros. Discovery, Inc.," and its definitive proxy statement filed with the SEC on April 23, 2025, under the heading "Proposal 1: Election of Directors." Information about the directors and executive officers of Netflix is set forth in its definitive proxy statement filed with the SEC on April 17, 2025, under the headings "Our Board of Directors" and "Our Company Executive Officers." Investors may obtain additional information regarding the interests of such participants by reading the definitive proxy statement, registration statement and other relevant materials regarding the proposed transaction when they become available.
Forward-Looking Statements
Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction between WBD and Netflix, constitute forward-looking statements. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, statements about the tender offer and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of WBD and Netflix and are subject to significant risks and uncertainties outside of our control.
Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (3) the risk that WBD stockholders may not approve the proposed transaction; (4) the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; (5) risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; (6) the final allocation of indebtedness between WBD and Discovery Global in connection with the separation could cause a reduction to the consideration for the proposed transaction; (7) risks related to litigation brought in connection with the proposed transaction; (8) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (9) effects of the announcement, pendency or completion of the proposed transaction on the ability of WBD to retain customers and retain and hire key personnel and maintain relationships with suppliers, distributors, advertisers, content providers, vendors and other business partners, and on its operating results and business generally; (10) negative effects of the announcement or the consummation of the proposed transaction on the market price of WBD common stock; (11) risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; (12) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections, and inherent uncertainties involved in the estimates and judgments used to estimate the differences between WBD's Global Linear Networks segment results and the expected results of Discovery Global; (13) the risk that Discovery Global, as a new company that currently has no credit rating, will not have access to the capital markets on acceptable terms; (14) the risk that Discovery Global may be unable to achieve some or all of the benefits that WBD expects Discovery Global to achieve as an independent, publicly-traded company; (15) the risk that Discovery Global may be more susceptible to market fluctuations and other adverse events than it would have otherwise been while still a part of WBD; (16) the risk that Discovery Global will incur significant indebtedness in connection with the separation, and the degree to which it will be leveraged following completion of the separation may materially and adversely affect its business, financial condition and results of operations; (17) the ability to obtain or consummate financing or refinancing related to the proposed transaction or the separation upon acceptable terms or at all; (18) volatility or a decline in the market price for Discovery Global common stock following the separation; (19) uncertainties as to how many WBD stockholders will tender their shares in the tender offer; (20) the conditions to the completion of the tender offer, including the receipt of any required stockholder and regulatory approvals; (21) PSKY's ability to finance the tender offer and the indebtedness PSKY expects to incur in connection with the tender offer; (22) the possibility that PSKY may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate WBD's operations with those of PSKY, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the tender offer; and (23) the response of WBD, Netflix or PSKY management to any of the aforementioned factors. Discussions of additional risks and uncertainties are contained in WBD's and Netflix's filings with the SEC, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the preliminary proxy statement filed by WBD in connection with the proposed transaction and will be contained in the registration statement to be filed by Discovery Global in connection with the separation. Neither WBD nor Netflix is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
View original content:https://www.prnewswire.com/news-releases/warner-bros-discovery-confirms-receipt-of-further-amended-unsolicited-tender-offer-from-paramount-skydance-302684090.html
SOURCE Warner Bros. Discovery, Inc.
FAQ
What did Warner Bros. Discovery (WBD) announce on February 10, 2026 about PSKY's offer?
Has the WBD Board changed its recommendation regarding the Netflix merger after the PSKY tender offer?
What should WBD shareholders do now about the Paramount Skydance tender offer?
What SEC filings has WBD made related to the PSKY tender offer and proposed Netflix transaction?
Who are the financial and legal advisors representing Warner Bros. Discovery in this situation?
