Warner Bros. Discovery's Strategic Takeover Bidding War and Its Implications for Shareholders

The battle for Warner Bros. Discovery (WBD) has escalated into a high-stakes corporate showdown, with Paramount Global and Skydance Media (collectively Paramount Skydance) and Netflix locked in a fierce contest to acquire the struggling media giant. As of November 2025, WBD shareholders face a critical decision: accept Paramount's $30-per-share all-cash offer for the entire company or Netflix's $27.75-per-share hybrid bid for its studio and streaming assets. This analysis evaluates the value proposition of both bids, regulatory risks, and market dynamics to determine the optimal path for WBD shareholders.

The Bids: A Tale of Two Strategies

Paramount Skydance's $108.4 billion all-cash offer represents a bold, aggressive strategy to acquire WBD in its entirety, including its linear TV divisions (CNN, HBO, and others) and underperforming cable networks according to Investopedia. The bid, structured as a hostile takeover, emphasizes speed and certainty, with Paramount arguing that its domestic ownership and lack of foreign investment scrutiny could expedite regulatory approval. By contrast, Netflix's $72 billion hybrid bid-$23.25 in cash and $4.50 in stock-targets only WBD's studio, TV, and streaming assets, excluding its cable networks according to CNN. While Netflix's offer is $2.25 per share lower, it avoids antitrust concerns tied to consolidating linear TV assets, a potential hurdle for Paramount.

The key distinction lies in the scope of the deals. Paramount's bid offers a premium of $2.25 per share but includes WBD's loss-making cable divisions, which have contributed to its financial struggles. Netflix's offer, while lower, focuses on WBD's high-value streaming and content production units, aligning with its core business. However, Netflix's hybrid structure-partially diluting its own shareholders-introduces execution risk, as its stock price has already fallen 5% since the bid announcement.

Regulatory Risks: A Political and Legal Minefield

Both bids face significant regulatory hurdles. Netflix's deal has drawn sharp criticism from antitrust advocates, including Senators Elizabeth Warren and Mike Lee, who warn it could create a streaming monopoly. The Trump administration, which has prioritized aggressive antitrust enforcement, has not yet ruled on the deal, though President Trump has hinted at personal involvement in the decision. Paramount, meanwhile, may benefit from its political connections: Skydance's ties to Oracle co-founder Larry Ellison and the Trump administration could position it as a "safe" domestic buyer according to Reuters.

Deutsche Bank analysts note that the DOJ's review process remains opaque, with outcomes dependent on judicial discretion and political priorities. Paramount's all-cash structure and focus on domestic ownership may reduce scrutiny compared to Netflix's hybrid approach, which could trigger concerns about market concentration in streaming. However, Paramount's bid to acquire WBD's linear TV assets also raises antitrust questions, as the combined entity would control a significant share of theatrical and streaming content.

Market Reactions and Shareholder Sentiment

WBD's stock has surged nearly 160% in 2025, reflecting investor optimism about the bidding war. However, both bidders have seen their shares decline: Netflix fell 5%, and Paramount dropped 7%, signaling market skepticism about the deals' execution risks according to Investors.com. Analysts at Morningstar argue that Paramount's bid, while higher, may not deliver long-term value if it forces the company to take on debt or dilute its balance sheet according to Seeking Alpha.

For WBD shareholders, the choice hinges on balancing immediate value against strategic fit. Paramount's all-cash offer provides liquidity and certainty but locks shareholders into a company with a history of underperformance. Netflix's hybrid bid, while lower, could create a stronger, more focused streaming entity but risks regulatory rejection.

The Optimal Path for Shareholders

Given the regulatory and strategic risks, WBD shareholders should prioritize the bid that maximizes long-term value while minimizing execution uncertainty. Paramount's $30-per-share offer, though higher, includes assets that may not contribute to WBD's core strengths. Netflix's $27.75-per-share bid, while lower, aligns with the streaming industry's trajectory and avoids the drag of underperforming cable networks. However, Netflix must navigate antitrust scrutiny, which could delay or derail the deal.

A hybrid approach-accepting Paramount's bid for the full company while negotiating regulatory concessions-could offer the best of both worlds. If Paramount secures approval, it could leverage WBD's content library to compete with Netflix and Disney, while its domestic ownership structure may insulate it from foreign regulatory challenges. For now, shareholders should monitor the DOJ's review and WBD's board recommendation, which is expected within 10 business days.

Conclusion

The WBD takeover battle underscores the shifting dynamics of the entertainment industry, where regulatory scrutiny and political influence play as critical a role as financial terms. While Paramount's all-cash offer provides a premium, Netflix's hybrid bid aligns with the streaming era's demands. Shareholders must weigh these factors carefully, as the outcome will reshape not only WBD's future but the broader media landscape.