Warner Bros. Discovery, Inc. (WBD) announced that its Board of Directors has unanimously recommended that shareholders reject the tender offer launched by Paramount Skydance (PSKY) on December 8, 2025. The Board reaffirmed its support for the previously announced merger with Netflix, which it said represents a superior and more certain value for shareholders.
In its assessment, the WBD Board concluded that the PSKY offer provides inadequate value while exposing shareholders to significant risks and costs. Key concerns highlighted by the Board include the lack of a binding equity backstop from the Ellison family, the reliance on an unsecure revocable trust for financing, and the potential for the offer to be amended or terminated at any time. The Board emphasized that these factors create substantial uncertainty and downside risk for WBD shareholders.
Samuel A. Di Piazza, Jr., Chair of the WBD Board, stated: “Following a careful evaluation of Paramount’s tender offer, the Board concluded that it fails to deliver meaningful value and imposes significant risk on our shareholders. We are confident that our merger with Netflix provides superior, more certain benefits and look forward to delivering on the compelling advantages of this combination.”
The Board noted that the Netflix merger agreement offers WBD shareholders $23.25 per share in cash plus $4.50 in Netflix common stock, along with additional value from shares in Discovery Global and potential future upside. In contrast, the PSKY offer relies on uncertain financing and ambitious operational synergies that may not be achievable. Furthermore, acceptance of the PSKY offer could result in substantial additional costs, including a $2.8 billion termination fee payable to Netflix and $1.5 billion in financing costs.
The Board emphasized that its recommendation followed a full, fair, and transparent review process, including extensive engagement with PSKY over multiple proposals. Despite repeated feedback and opportunities to submit a superior offer, PSKY failed to provide a proposal that meets the criteria of a “Superior Proposal” under the terms of the Netflix merger agreement.
The WBD Board concluded that, given the risks and uncertainties associated with the PSKY tender offer, the Netflix combination remains the most reliable and value-creating path for shareholders. Shareholders are urged to review the company’s Schedule 14D-9 filing with the U.S. Securities and Exchange Commission for a full explanation of the Board’s recommendation.
Investors are advised to carefully read all relevant filings with the SEC before making any decisions regarding the tender offer or the Netflix merger.