Warner Bros. Discovery Rejects Paramount’s $108B Hostile Bid, Backs Netflix Deal as “Superior”
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Warner Bros. Discovery has formally rejected David Ellison and Paramount’s $108 billion hostile offer, arguing it carries major financial and regulatory risks compared to its pending merger with Netflix.
Warner Bros. Discovery’s board has officially shut the door on Paramount’s $30-per-share hostile bid, telling shareholders the $108 billion proposal is both undervalued and burdened by what it called “numerous significant risks and costs.” The decision, while widely anticipated, escalates one of the most consequential media power struggles in modern Hollywood and sets the stage for a potential bidding war.
In a statement released to investors, WBD board chair Samuel A. Di Piazza Jr. said the Paramount offer failed to resolve concerns the company has raised repeatedly over the course of six prior proposals. Chief among them: financing uncertainty, regulatory complexity, and the reliability of the consortium backing Paramount’s bid. The board reaffirmed its belief that the already-announced Netflix transaction delivers greater certainty and long-term value for shareholders.
WBD specifically flagged issues surrounding the proposed backstop from Larry Ellison’s revocable trust, noting that the assets and liabilities supporting the deal were undisclosed and subject to change. Additional red flags were raised about the involvement of Middle East sovereign wealth funds, including Saudi Arabia’s Public Investment Fund, Abu Dhabi, and the Qatar Investment Authority, each slated to contribute billions under the rejected proposal. Previous concerns over Tencent’s involvement had already forced Paramount to restructure its bid, underscoring the fragility of the financing coalition.
The board also pushed back on Paramount’s legal posture, citing a sharply worded December letter from Quinn Emanuel as evidence of an increasingly adversarial strategy rather than a genuine attempt to negotiate. According to WBD, even Paramount’s own advisors privately suggested the letter was a misstep.
From a regulatory standpoint, WBD argued that Paramount’s deal offers no meaningful advantage over Netflix’s, dismissing claims that a Paramount acquisition would face fewer hurdles. Netflix, for its part, wasted little time reinforcing that narrative. In a separate letter to shareholders, the streamer described its agreement with WBD as “the right deal, with the right partner, at the right time,” emphasizing its commitment to theatrical releases and the continued prestige positioning of HBO.
Still, the rejection is unlikely to be the end of the story. Sources indicate Ellison and the Paramount team were waiting on WBD’s formal response before deciding their next move. Ellison has already signaled privately that his bid was not “best and final,” and Wall Street chatter following recent investor meetings suggests he may be prepared to raise the offer. Should that happen, Netflix would have the option to match or counter, effectively igniting a high-stakes media bidding war reminiscent of Disney and Comcast’s prolonged battle over Fox.
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For now, WBD leadership is projecting confidence. In an internal memo, CEO David Zaslav reminded staff that the Netflix transaction remains signed and that regulatory review is already underway. Whether that certainty holds will depend on how aggressively Paramount chooses to push — and how much appetite Netflix has to keep fighting.
Warner Bros. Discovery’s rejection of Paramount’s $108 billion bid solidifies Netflix as its preferred partner — at least for now. But with David Ellison openly willing to go higher and shareholders weighing an all-cash alternative, the next phase of this media showdown may be just beginning.
