La fusión estratégica de WBD con Netflix vs. el ofrecimiento de Skydance revisado por parte de Paramount: evaluando el valor y el riesgo para los accionistas

The board of directors of Warner Bros. Discovery (WBD) faces a pivotal decision as it navigates competing bids from Netflix and Paramount Skydance (PSKY) to acquire the media giant. The revised $30-per-share offer from Paramount, totaling $108.4 billion and backed by a $40.4 billion personal guarantee from Oracle co-founder Larry Ellison, represents a significant escalation from its earlier unsolicited proposal. Meanwhile, the Netflix merger agreement, valued at $27.75 per share for WBD's studio and streaming assets plus a $4.50 value from the eventual spinoff of the Global Linear Networks division, remains the board's preferred path. This analysis examines the fiduciary and financial logic underpinning WBD's board decisions, weighing valuation metrics, regulatory risks, and shareholder interests.

Financial Valuation: Price, Certainty, and Strategic Fit

The Paramount bid's 8.5% premium over Netflix's offer is a compelling financial argument for shareholders prioritizing immediate value. However, the Netflix deal includes a $4.50 per share spinoff of the Global Linear Networks unit, which, while uncertain in timing, adds long-term flexibility. Analysts have raised WBD's fair value estimate to $24.10 per share, with some projecting a takeout range of $27–$30, suggesting both bids align with market expectations. The revised Paramount offer's all-cash structure also eliminates the risk of dilution or integration challenges inherent in a merger, a factor that could sway risk-averse investors.

Yet, the board's adherence to the Netflix agreement-despite Paramount's higher price-hinges on strategic and operational considerations. The Netflix deal, which includes a $5.8 billion termination fee, matching Paramount's revised terms, provides a clearer path to regulatory approval by avoiding antitrust concerns tied to overlapping streaming assets. In contrast, Paramount's bid, while financially robust, remains contingent on regulatory clearance, introducing execution risk.

Regulatory Risks and Fiduciary Obligations

The U.S. Department of Justice's (DOJ) scrutiny of the Netflix-WBD merger underscores the complexity of defining the relevant market for streaming services according to regulatory analysis. A potential regulatory challenge could delay the deal, though the board argues that the spinoff of the Global Linear Networks division mitigates antitrust risks as per market reports. Paramount's all-cash offer, by contrast, sidesteps some of these concerns but may still face hurdles in proving its non-duplicative value proposition.

From a fiduciary perspective, the board is bound by its duty to act in shareholders' best interests while adhering to the terms of the Netflix Merger Agreement. This includes evaluating whether Paramount's bid constitutes a "Superior Proposal" under the agreement's terms as confirmed by official documents. The board's decision to retain independent financial and legal advisors-enshrined in its December 8, 2025, rejection of the initial Paramount offer-demonstrates its commitment to rigorous due diligence as reported by financial sources. By extending the shareholder tender deadline to January 21, 2026, the board aims to balance transparency with prudence, ensuring it fulfills its obligations without prematurely favoring one bid over another as detailed in official communications.

Shareholder Perspectives: Certainty vs. Maximization

Shareholders are divided on the merits of the two offers. Proponents of the Netflix deal emphasize its regulatory clarity and the strategic alignment of combining WBD's content library with Netflix's global streaming infrastructure according to market analysis. Critics, however, argue that Paramount's higher price and all-cash structure offer superior financial security, particularly in a market where uncertainty looms over the long-term value of streaming assets as noted by financial commentators.

The board's recommendation will likely hinge on whether it prioritizes immediate value maximization or the likelihood of successful execution. While Paramount's revised bid addresses financing concerns through Ellison's personal guarantee as reported by media outlets, the Netflix deal's inclusion of a spinoff and termination fee parity reduces downside risk as confirmed by industry sources. Analysts from firms like Rothschild & Co and Argus have upgraded WBD to "Buy," projecting a sale in the $27–$30 range, but caution that regulatory delays could erode value as per financial reports.

Conclusion: Balancing Logic and Uncertainty

WBD's board is navigating a high-stakes decision that tests the boundaries of fiduciary duty and financial strategy. The revised Paramount bid's premium price and all-cash structure present a strong case for value maximization, but the Netflix deal's regulatory clarity and strategic coherence offer a more certain path. By adhering to its legal obligations and leveraging independent expertise, the board aims to strike a balance between these competing priorities. Shareholders, meanwhile, must weigh the allure of a higher price against the risks of regulatory and execution uncertainty-a calculus that defines the essence of corporate governance in complex merger scenarios.