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Netflix outlines a definitive agreement to acquire Warner Bros. Discovery in a cash-and-stock merger that WBD’s board has reaffirmed as its preferred transaction over a competing unsolicited tender offer from Paramount Skydance. The deal values WBD at $27.75 per share, made up of $23.25 in cash and $4.50 in Netflix stock with a collar, implying an enterprise value of about $82.7 billion and equity value of $72.0 billion.
WBD stockholders are also expected to receive shares in Discovery Global, a new company that will hold WBD’s Global Linear Networks business and that WBD says can create additional value. Netflix emphasizes its 25+ year history of shareholder value creation, its global streaming reach with over 300 million paid memberships in more than 190 countries, and argues that combining Netflix with Warner Bros.’ film studio, television production and HBO brand will broaden content choice while maintaining theatrical releases with industry-standard windows.
The communication stresses that the merger is presented as pro-consumer and pro-competition, but remains subject to WBD stockholder approval, regulatory clearances, completion of the Discovery Global separation and other conditions, and highlights a wide range of risks that could delay or prevent closing or reduce expected benefits.
Warner Bros. Discovery announced that its board unanimously recommends shareholders reject Paramount Skydance’s tender offer and continue supporting the planned combination with Netflix.
The board highlights that the Netflix merger would give WBD shareholders $23.25 in cash plus $4.50 in shares of Netflix common stock per WBD share, based on a specified collar range, along with additional value from shares of Discovery Global after its separation.
By contrast, the board states that the PSKY bid offers inadequate value and relies on a revocable trust and a highly leveraged capital structure, noting the trust’s damages exposure is capped at $2.8 billion on a $108.4 billion transaction.
The board also notes that accepting PSKY’s offer could require WBD to pay Netflix a $2.8 billion termination fee and forgo a planned debt exchange, adding about $1.5 billion in financing costs, or roughly $4.3 billion in total, which it estimates at approximately $1.66 per share, while the Netflix agreement includes a $5.8 billion regulatory termination fee that the board believes underscores deal certainty.
Warner Bros. Discovery explains that its Board of Directors has filed a formal response to Paramount Skydance’s unsolicited tender offer and has recommended that shareholders not tender their shares. The company says this reflects the Board’s fiduciary review of the latest offer and earlier proposals through a consistent, disciplined process focused on shareholder interests.
The message reiterates that Warner Bros. Discovery has a signed transaction agreement with Netflix and is working with Netflix to close the deal, subject to regulatory approvals and other closing conditions, and that regulatory review has already begun. It notes that until any transaction closes, Warner Bros. Discovery and Netflix remain separate companies and operating plans remain unchanged. The communication also highlights that WBD plans a registration statement for a new subsidiary, Discovery Global, to hold assets and businesses not being acquired by Netflix, and outlines extensive forward-looking risks, including potential failure to close, regulatory and stockholder approvals, financing, integration challenges, market reactions, and the separate Paramount Skydance tender offer conditions.
Paramount Skydance Corporation is communicating with Warner Bros. Discovery, Inc. (WBD) investors about a proposed acquisition, including a cash tender offer by its subsidiary Prince Sub Inc. to purchase all outstanding Series A common stock of WBD. The message emphasizes that any combination with WBD, including this tender offer and broader potential transaction, is subject to significant uncertainties such as the outcome of the offer, agreement on definitive terms, required stockholder and regulatory approvals, and proposed financing and indebtedness for the combined companies.
The communication highlights risks around achieving expected synergies, integrating WBD with Paramount, potential business disruption, streaming and advertising headwinds, cost pressures and talent retention. It also notes a competing path for WBD via a previously announced merger agreement with Netflix Inc. dated December 4, 2025. Paramount states it and certain insiders may be deemed participants in soliciting proxies against the Netflix transaction and directs WBD investors to review its Schedule TO tender offer materials and any future SEC filings for full terms.
Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., is conducting a cash tender offer to buy all outstanding shares of Warner Bros. Discovery, Inc. Series A common stock at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes. The offer is being made on the terms set out in an Offer to Purchase and related Letter of Transmittal dated December 8, 2025.
This Amendment No. 4 does not change the economic terms of the tender offer. It updates the filing to add a new exhibit, specifically a Google Search Advertisement posted by Paramount Skydance Corporation on December 12, 2025, as part of the materials related to the offer.
Warner Bros. Discovery, Inc.'s Chief Financial Officer reported option exercises and share dispositions in Series A common stock on December 10, 2025.
The officer exercised employee stock options covering 92,592 and 150,402 Series A shares at exercise prices of $29.08 and $25.7 per share, then disposed of 92,592 and 150,402 shares at $29.5 per share.
Following these transactions, the officer directly beneficially owns 918,940 Series A shares, plus 14,140 shares held as custodian and 13,045 shares held by a spouse. The transactions were made under a Rule 10b5-1 trading arrangement entered on March 4, 2025.
Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., has amended its outstanding tender offer for all shares of Warner Bros. Discovery, Inc. Series A common stock.
The offer is to purchase all outstanding Series A shares at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes, under the terms described in the Offer to Purchase and related Letter of Transmittal dated December 8, 2025.
This Amendment No. 3 does not change the key economic terms of the offer and instead updates the exhibit list, adding a frequently asked questions document that Paramount Skydance posted online to provide additional information about the transaction.
Paramount Skydance Corporation outlines a competing proposal to acquire Warner Bros. Discovery, Inc. (WBD), positioning it against WBD’s previously announced merger with Netflix. Paramount emphasizes regulatory speed and certainty, noting it has already filed for Hart-Scott-Rodino approval in the U.S. and begun engagement with the European Commission and UK CMA, while arguing a combined Netflix-WBD would control over 40% of global subscription streaming subscribers and face tougher antitrust scrutiny.
Paramount criticizes the planned spin-off of WBD’s Global Networks, estimating it would deliver roughly $1 per WBD share after applying a 4.5x next‑twelve‑months EBITDA multiple and about $15 billion in net debt. It contrasts this with an all-company purchase and highlights financing of its proposal through $41 billion of new committed equity backstopped by the Ellison Family Trust and RedBird Capital Partners, plus $54 billion of debt commitments from major lenders. Paramount also projects content savings of under 10% of combined spend while still targeting more than 30 films per year and about $35 billion in annual content spending versus Netflix’s publicly announced $18 billion expectation for 2025.
Netflix plans to acquire Warner Bros. Discovery, including its film and TV studios, HBO Max and HBO. The combination would bring Warner Bros.’ major franchises such as Harry Potter, Friends, The Big Bang Theory, Casablanca, Game of Thrones and the DC universe together with Netflix originals like Stranger Things, Wednesday, Squid Game, Bridgerton and KPop Demon Hunters under one corporate owner.
For now, nothing changes for subscribers: both streaming services will continue to operate separately, and members keep their current Netflix plans. Closing the deal will require regulatory and stockholder approvals, as well as the separation of certain WBD businesses, and the companies highlight extensive risks and uncertainties around completing the transaction and realizing any expected benefits.
Netflix and Warner Bros. Discovery (WBD) describe a proposed transaction in which Netflix plans to acquire WBD, with Netflix issuing shares of its common stock and WBD spinning off a newly formed subsidiary before the deal closes. The communication emphasizes that this is not an offer to sell securities or a solicitation of votes, and that any offer will be made only through a formal prospectus. It contains extensive forward-looking statement disclosures, highlighting that completion of the transaction depends on stockholder and regulatory approvals, successful separation of WBD businesses, and other closing conditions.
The text outlines key risks such as the possibility the deal is not completed, delays or difficulties integrating the two businesses, shifts in consumer viewing trends, potential litigation, business disruption, and the ability to retain key personnel. It also notes that legislative, regulatory, tax and economic developments could affect both companies. Investors in Netflix and WBD are urged to read the future Form S-4 registration statement and the joint proxy statement/prospectus, which will be filed with the SEC and made available free of charge on the companies’ investor relations websites.