Netflix-Warner Bros. Deal: Paramount Seeks WBD Shareholder Support To Counter Amended NFLX Transaction, Extends Tender Offer

• According to Paramount, the Netflix deal would provide WBD shareholders with $27.75 per share in cash, which could drop if WBD cannot transfer $17 billion in debt to Discovery Global.
• Paramount’s analysis suggests that Discovery Global could only support about $5.1 billion in debt.
• In early January, Paramount questioned the WBD board for favoring Netflix’s proposal.

Paramount Skydance Corp. (PSKY) has taken steps to challenge the amended deal between Warner Bros. Discovery, Inc. (WBD) and Netflix, Inc. (NFLX), filing preliminary proxy materials with the U.S. Securities and Exchange Commission. 

On Tuesday, Netflix and WBD said they had updated their deal so that WBD would be purchased entirely in cash.

Paramount’s Push To Reject Netflix Deal

The move aims to convince WBD shareholders to vote against the Netflix transaction at a special meeting, while Paramount also extended its $ 30-per-share cash tender offer until Feb. 20, 2026.

Paramount stated that its offer, which values WBD at roughly $108.4 billion, is more lucrative and certain than the $82.7 billion enterprise value attached to the Netflix agreement.

Paramount Skydance stock inched 0.9% higher in Thursday’s premarket. However, on Stocktwits, retail sentiment around the stock remained in ‘bearish’ territory while message volume shifted to ‘normal’ from ‘low’ levels in 24 hours. 

“In the materials filed by WBD in connection with its amended Netflix merger agreement, WBD revealed for the first time some of the critical information that had been withheld from its shareholders, but it still has omitted highly material information its shareholders need about Discovery Global,” stated Paramount.

Shareholder Impact

According to Paramount, the Netflix deal would provide WBD shareholders with $27.75 per share in cash, which could drop if WBD cannot transfer $17 billion in debt to Discovery Global. Paramount’s analysis suggests that Discovery Global could only support about $5.1 billion in debt, forcing $11.9 billion back onto WBD’s Studio & Streaming division and reducing the per-share payout from Netflix to around $23.20. 

In comparison, Paramount’s $30 cash offer delivers immediate value with fewer uncertainties. Paramount highlighted that the Netflix transaction could reinforce its market dominance, granting it a 43% share of global subscription video-on-demand subscribers. This could result in higher consumer prices, lower earnings for content creators, and challenges for theater operators. 

In early January, Paramount questioned the WBD board for favoring Netflix’s proposal, stating that Paramount’s deal is simpler to assess in value. The company, led by David Ellison, filed a lawsuit in the Delaware Chancery Court, seeking to require WBD to disclose details of Netflix’s offer.

PSKY stock has slumped by more than 12% year to date.

Also See: Palantir’s AI Potential Spurs New Buy Call From Phillip Securities – Firm Sees 26% Upside Potential

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