Activist investor Ancora Holdings Group LLC is turning up the heat on Warner Bros. Discovery Inc. (WBD), arguing that a newly enhanced $30-per-share all-cash offer from Paramount Skydance Corp. is superior to WBD’s proposed merger with Netflix Inc. — and warning of a potential proxy fight if the board refuses to engage.
Ancora, a nearly $11 billion firm with an approximately $200 million economic interest in WBD, said it is prepared to escalate.
“We are currently interviewing director candidates. It’s something that we’re evaluating actively,” Jim Chadwick, president of Ancora subsidiary Ancora Alternatives LLC, said during a Feb. 11 CNBC interview. “It’s really about showing that there is an alternative here, that if ultimately the board fails to maximize value, there is a process by which we can step in and do it. With stakes, by the way, of similar size. I’m confident that we could obviously inflict a lot of damage on the Warner Brothers board if that’s what we’re forced to do.”
In a 51-page presentation released today by Ancora, the firm contends that the Netflix transaction is “flawed, inferior, and high risk.”
Among its criticisms: WBD’s board selected a $27.75 cash and spin-co stock offer over a $30 cash bid from what Ancora calls a bona fide studio; shareholders are being asked to approve an uncertain final cash consideration tied to unknown debt allocation and the unknown equity value of the Discovery Global spinoff; and early reactions from U.S. and European policymakers have raised “extreme concern” about antitrust issues, with the U.S. Department of Justice already indicating it is examining the potential adverse impacts of Netflix acquiring WBD.
“The antitrust implications of this deal look severe. Last week, the company had a really bad week in Washington, D.C., with policymakers and other antitrust officials making their pathway to approval dubious at best,” Chadwick told CNBC. “The regulatory side — Paramount has a much easier pathway to approval and obviously a much better relationship with the current administration.”
Chadwick framed Ancora’s involvement as consistent with its activist strategy.
“We typically get involved in situations where we think boards have made decisions that aren’t necessarily in the best interest of shareholders, and we have an opportunity to get involved to maximize value,” said Chadwick during the interview. “We’re actually very excited to do that here, to play a role, and that’s essentially the real answer to the question — a role that we can play in helping shareholders maximize full and fair value for their shares.”
Backing a “superior” offer
Ancora is instead urging WBD to re-engage with Paramount Skydance, which on Feb. 10 amended its $30-per-share all-cash tender offer with additional enhancements.
“We think it’s a better value,” Chadwick said about Paramount’s bid. “It includes better certainty and regulatory clarity.
“The $30 enhanced offer that Paramount made on Feb. 10 is not only higher, but it includes improvements they made on the breakup fee,” he added. “Ultimately, they’ve said many times it’s not best and final. We think that number could even be better. When you look at how that deal’s backed by Larry Ellison, his trust is effectively investment grade. It’s rock solid.”
Paramount’s amended offer includes what it describes as “an irrevocable personal guarantee” from American billionaire and Oracle Corp. co-founder Larry Ellison of $43.3 billion to cover the equity financing for the bid and any damages claims. As with its initial Dec. 22, 2025 proposal — which WBD declined — the financing package is designed to underscore certainty of funds.
David Ellison, chairman and CEO of Paramount, on Tuesday called the revised bid a “superior $30 per share, all-cash offer” that “clearly underscores its strong commitment to delivering the full value WBD shareholders deserve for their investment.”
“We are making meaningful enhancements — backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility,” David Ellison said in a statement.
In a Feb. 10 letter to WBD’s board, Ellison wrote: “Our goal is to offer superior value and certainty to WBD shareholders — our Revised Offer accomplishes both of these objectives.”
He also said Paramount will solicit proxies against approval of the Netflix transaction at WBD’s upcoming special meeting.
Ancora argues the amended Paramount proposal triggers a clause in WBD’s merger agreement that allows engagement if there is a “prospect of reasonable certainty” of a superior offer.
“That proposal yesterday that came through from Paramount actually is a change because, under the merger agreement, there’s a clause that allows them, if there’s a prospect of reasonable certainty that this can lead to a superior offer, it effectively opens the door for negotiation,” Chadwick said. “The door’s open, as we said. Now it’s the opportunity for the board to step through it. Negotiate the best offer possible for shareholders, maximizing value.
“We think for Paramount, this is a huge deal. It’s transformative. It’s a once-in-a-lifetime chance for them. We believe that number will go up. And ultimately, this is the board’s chance to not fall down and do the right thing for shareholders,” he added.
Proxy fight looms
Ancora said that if WBD’s board refuses to re-engage with Paramount, it will vote “No” on the Netflix deal and seek to hold directors accountable at the 2026 annual meeting. And he sent a message to David Zaslav, president and CEO of WBD, during his interview today.
“This doesn’t need to turn into a fight. It really doesn’t,” Chadwick said. “But if it does, we have a long history of exiting CEOs that have chosen to fight with Ancora. And that can happen again to Mr. Zaslav if that’s how he wants to engage with us.”
Still, Chadwick left the door open to a higher Netflix bid.
“Certainly, I think this creates competitive tension,” he said. “That’s what you want in this situation. You want two parties that can actually compete and have the mechanism to compete to put the best value forward.
“All the shareholders, whether it’s Netflix or Paramount, they’re being cashed out,” added Chadwick. “There’s no future for us as investors in Warner Brothers in a deal that doesn’t have a real stock component in it. So ultimately, this is the one opportunity — which is what M&A represents — for shareholders to maximize the value of their investment. That’s the priority concern here.”