Paramount has filed preliminary proxy materials with the U.S. Securities and Exchange Commission seeking to persuade shareholders of Warner Bros. Discovery, Inc. to vote against the amended transaction proposed with Netflix, Inc. at WBD’s upcoming special meeting. At the same time, Paramount announced that it has extended its previously launched all-cash tender offer of $30 per share to February 20, 2026.
Paramount reaffirmed its commitment to pursuing a transaction with WBD at an enterprise value of $108.4 billion, which it characterizes as materially higher and substantially more certain than the implied $82.7 billion enterprise value associated with the Netflix deal. By extending its tender offer, Paramount signaled both strategic resolve and financial capacity to complete the acquisition on the proposed terms.
In its proxy materials, Paramount positions its proposal as a superior alternative for WBD shareholders. The company argues that its all-cash offer provides immediate and tangible value, reducing exposure to market volatility and execution risk. By contrast, Paramount contends that the Netflix transaction offers inferior and uncertain consideration and would subject WBD shareholders to a lengthy, multi-jurisdictional regulatory review process with no guaranteed outcome.
Paramount further maintains that the scale and structure of the Netflix transaction could trigger complex antitrust scrutiny across key jurisdictions, potentially delaying or derailing completion. Against this backdrop, Paramount seeks to frame its offer as not only financially compelling but also more executable and predictable. The forthcoming shareholder vote is therefore poised to become a decisive moment in determining WBD’s strategic direction and transaction certainty.