NEW YORK — Warner Bros. Discovery (Warner Bros Discovery) is expected to deliver another sharp rebuff to Paramount Skydance’s amended $108.4 billion hostile bid at a board meeting next week, keeping its Netflix agreement on track. The Warner Bros Discovery board is weighing closing certainty and deal risk as heavily as headline price, Dec. 31, 2025.
People familiar with the discussions told Reuters the directors have not made a final determination, but Paramount’s revised proposal still doesn’t clear a central hurdle for Warner Bros Discovery: It does not increase the $30-per-share all-cash price that underpins the tender offer.
Paramount says its latest changes were aimed at removing doubts about financing and deal terms, not lifting the bid. In a Dec. 22 statement distributed via PRNewswire, Paramount said Oracle co-founder Larry Ellison provided an “irrevocable personal guarantee” covering $40.4 billion of the equity financing and any damages claims, and that the company raised its regulatory reverse termination fee to $5.8 billion and extended the tender offer deadline to Jan. 21, 2026. Paramount also said the offer remains conditioned on Warner Bros Discovery continuing to own 100% of its Global Networks business.
Why Warner Bros Discovery is leaning toward the Netflix agreement
Warner Bros Discovery’s board has already staked out a public position against Paramount’s approach. In a Dec. 17 investor update, Warner Bros. Discovery said the tender offer is “not in the best interests” of shareholders and reiterated its recommendation to back the Netflix combination. “Following a careful evaluation … the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders,” board Chair Samuel A. Di Piazza Jr. said in the release.
Those costs include the price of switching tracks. Under the Netflix agreement, Warner Bros Discovery would owe a $2.8 billion breakup fee if it walked away, and directors have repeatedly flagged execution risk in proposals that depend on tender mechanics and multiple financing layers. Paramount’s revised regulatory fee may narrow one point of comparison, but it does not erase the breakup fee or the uncertainty around how long a hostile offer could hang over Warner Bros Discovery.
Netflix has leaned hard into the certainty message. In a Dec. 17 release, Netflix co-CEO Ted Sarandos said the board’s recommendation reinforced that “Netflix’s merger agreement is superior and that our acquisition is in the best interest of stockholders,” in a Netflix investor statement.
Paramount continues to pitch its bid as the cleaner route, arguing it offers straightforward cash value and avoids the market swings that can affect stock-linked structures. David Ellison, Paramount’s chairman and CEO, said, “Because of our commitment to investment and growth, our acquisition will be superior for all WBD stakeholders,” in the Dec. 22 statement.
What’s at stake beyond the bid price
The competing offers also slice up Warner Bros Discovery in different ways. Paramount’s bid targets the entire company, including cable networks such as CNN and TNT, while the Netflix agreement focuses on studios and streaming and leaves legacy networks to be separated. The uncertainty around the cable portfolio has already rippled through news and entertainment divisions, as the Associated Press reported.
The drama also has roots that predate the current bidding war. In December 2023, Axios reported that Warner and Paramount executives discussed a possible merger. By February 2024, Warner Bros Discovery had halted pursuit of talks with Paramount, Reuters reported at the time, foreshadowing how hard it could be to align two debt-heavy media groups even before the current takeover fight.
Now the next inflection point is expected within days, as directors decide whether Paramount’s amended terms merit any further engagement or another firm rejection. Warner Bros Discovery shareholders, meanwhile, are left balancing a richer cash headline against the deal the company says it can actually close.
