In a hostile takeover attempt, Paramount Skydance Corp. (PSKY) sent Warner Bros. Discovery Inc. (WBD) a revised proposal to acquire all of the outstanding shares of WBD common stock. Netflix Inc., which has a merger deal on the table with WBD, has four days to make a counter offer.
“Following engagement with PSKY during the seven-day limited waiver period, we received a revised PSKY proposal to acquire WBD, which we are reviewing in consultation with our financial and legal advisors,” the WBD Board of Directors said in a statement issued Feb. 24. “We will update our shareholders following the board’s review.”
At the same time, the WBD Board said that its merger agreement with Netflix Inc. remains in effect, and the board “continues to recommend in favor of the Netflix transaction.”
The board also advised WBD shareholders against taking any action at this time regarding the amended PSKY tender offer.
Meanwhile, Paramount said today that the entry into a transaction with WBD would require the WBD Board to determine that PSKY’s revised proposal is a “Company Superior Proposal” under its merger agreement with Netflix; the expiration of a four business day match period; termination of the Netflix merger agreement; and execution of a definitive merger agreement between PSKY and WBD.
While the WBD Board considers Paramount’s revised proposal, PSKY said in a statement that it will continue to maintain its previously announced tender offer and its solicitation “in opposition to the inferior Netflix merger.”
In December 2025, WBD agreed to sell a significant portion of its business to Netflix in an $83 billion deal, rejecting a competing $108 billion bid from Paramount Skydance to acquire the entire company.
Afterward, Paramount appealed directly to shareholders and revised certain terms of its proposal but did not increase its $30-per-share offer, which valued WBD at $108 billion.
Last week, WBD resumed negotiations with PSKY and set a deadline of Monday for the company to submit its best and final offer.
If WBD determines that PSKY’s updated proposal is superior, Netflix would have four days to match or exceed it.
Antitrust issues have been raised by both lawmakers on Capitol Hill and Wall Street experts regarding either deal, though there is speculation that the Paramount deal would more easily pass regulatory concerns.