Netflix says letter fails to correctly describe WBD deal

Netflix says letter fails to correctly describe WBD deal

Netflix Disputes Characterization of WBD Merger Terms in Recent Correspondence

Netflix Inc. has stated that a recent communication from Paramount Global misrepresents the terms of its proposed $72 billion all-cash acquisition of Warner Bros. Discovery's (WBD) studio and streaming assets, according to regulatory filings and public statements. The streaming giant emphasized that its deal structure—finalized in December 2025—remains "superior in value and certainty" compared to Paramount's competing $77.9 billion hostile bid for the entire WBD entity according to recent reports.

Paramount's latest offer, which includes a $31-per-share price (up from $30) and additional financial incentives such as a "ticking fee" for delayed closures, has prompted WBD to temporarily reopen negotiations with the Skydance Media-owned studio. This seven-day window, granted by Netflix via a waiver expiring February 25, aims to resolve "deficiencies" in Paramount's proposal while WBD's board continues to advocate for its Netflix merger as reported.

Netflix's revised all-cash structure—replacing an initial mix of cash and equity—has been framed as a risk-mitigation strategy to expedite regulatory approvals and reduce execution uncertainty. The company noted that its offer excludes WBD's debt-laden linear networks (e.g., CNN, Discovery) and focuses on high-value assets like HBO Max and film studios. In contrast, Paramount's bid seeks full control of WBD, including its underperforming cable operations, which analysts say could complicate closures due to antitrust scrutiny and restructuring costs according to analysis.

Paramount has countered by highlighting its higher per-share price and willingness to assume WBD's $2.8 billion breakup fee with Netflix. However, WBD's board maintains its Netflix deal is "more certain," given the streaming rival's financial commitments and streamlined asset scope. Netflix's stock has declined 15% since the merger announcement, raising questions about its ability to fund the deal amid heavy reliance on bridge loans and existing credit facilities as financial data shows.

Regulatory reviews by the U.S. Department of Justice and international authorities remain ongoing, with both bidders securing securities clearances in Germany. The outcome of WBD's March 20 shareholder vote—and Paramount's potential to further adjust its offer—will determine the next steps in this high-stakes contest according to coverage.

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