Paramount launches $30 cash offer for Warner Bros Discovery shares

Paramount (NASDAQ: PSKY) launched a $30 per share all-cash tender offer for Warner Bros. Discovery (NASDAQ: WBD) shares, challenging WBD's pending transaction with Netflix (NASDAQ: NFLX).

The tender offer, which expires January 8, 2026, requires a majority of WBD shares to be tendered, regulatory approvals, and termination of the Netflix merger agreement. Paramount has secured $41 billion in equity financing backstopped by the Ellison family trust and RedBird Capital, plus $54 billion in debt commitments from Bank of America, Citi and Apollo.

Netflix's transaction offers WBD shareholders $23.25 per share in cash, $4.50 in stock, and a stake in a Global Networks spin-off. Paramount argues its all-cash structure provides superior value and certainty compared to Netflix's mixed consideration deal.

David Ellison, Paramount's chairman and CEO, sent a letter to WBD shareholders stating the company submitted six proposals to WBD's board over 12 weeks before launching the public tender offer. He claimed WBD's board "sprinted toward a deal with Netflix" despite receiving Paramount's superior offer.

The Netflix-WBD merger agreement was announced December 4, 2025, combining Netflix with WBD's streaming and studios business while spinning off WBD's Global Networks division. Paramount estimates the regulatory review for the Netflix transaction could take two years or more due to market concentration concerns.

WBD must respond to Paramount's tender offer within 10 business days via an SEC filing. The tender offer remains open for at least 20 business days and is conditioned on various factors including regulatory approval and a definitive merger agreement with Paramount.

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