In a Tuesday regulatory filing, Netflix confirmed the revised offer values WBD at $27.75 per share and said the deal has unanimous support from the Warner Bros. board. The change replaces Netflix’s earlier mix of cash and stock, signaling a renewed push to secure shareholder approval quickly and decisively.
The deal brings two streaming giants into direct competition for WBD’s prized assets, including its major film and TV studios, extensive content library, and blockbuster franchises such as Game of Thrones, Harry Potter and DC Comics’ Batman and Superman.
Paramount Intensifies Battle, but Warner Bros. Remains Firm
Paramount Skydance has aggressively courted shareholders and launched a media campaign claiming its bid is superior. However, Warner Bros. has rejected Paramount’s offer and declined to comment on Netflix’s new cash proposal.
Netflix says the all-cash offer accelerates the timeline for a shareholder vote, which it expects to occur by April.
“Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty,” said Netflix co-CEO Ted Sarandos.
Market Reaction: Netflix Shares Tick Up, Paramount Slides
In early trading, Netflix shares rose 0.9%, while Paramount shares fell 1.9% and Warner Bros. shares slipped 0.5%. Netflix is set to report quarterly earnings after the market close.
Investors Expect the Bidding War to Continue
Alex Fitch, portfolio manager at Harris Oakmark — one of Warner Bros.’ largest investors — said the move likely intensifies the battle.
“This new agreement only ramps up the pressure,” Fitch said. “The changes show that Netflix is serious about winning, and the accelerated shareholder vote means Paramount needs to act with urgency.”
Netflix Replaces Cash-and-Stock Bid Amid Share Price Drop
Netflix shares have dropped nearly 15% since the merger announcement on Dec. 5, closing last Friday at $88 per share, below the $97.91 floor price of the original offer. That decline became a key argument for Paramount, which claims its proposal is stronger.
Netflix’s new all-cash offer replaces the previous package of $23.25 in cash plus $4.50 in Netflix stock.
Warner Bros. emphasized that the cash bid offers “certainty of value and liquidity immediately upon closing.”
The Discovery Global Spin-Off Remains a Key Factor
Warner Bros. also disclosed its valuation of Discovery Global, the planned spin-off containing cable networks like CNN and TNT Sports, plus the Discovery+ streaming service.
The board maintains that Netflix’s offer is superior to Paramount’s $30-per-share cash bid, partly because Warner Bros. shareholders would retain a stake in the separately traded Discovery Global.
Warner Bros. valuation estimates for Discovery Global ranged from $1.33 to $6.86 per share, depending on how the spin-off might be positioned in future deals.
Paramount has argued the spin-off is essentially worthless.
Paramount’s Tender Offer Expires Soon
Paramount Skydance’s tender offer is set to expire Jan. 21, and the company recently sought court intervention to force disclosure of Warner Bros.’ cable TV valuation. A Delaware judge rejected the request.
Paramount has not yet responded to the latest Netflix proposal.
What Comes Next?
Analysts expect the battle to culminate in a shareholder vote later this year, with regulatory scrutiny looming. Lawmakers across the political spectrum have raised concerns about further media consolidation and its impact on prices and consumer choice.
Financial Stakes and Regulatory Challenges
A Netflix-WBD merger would leave the combined company with roughly $85 billion in debt, compared with $87 billion for Paramount’s bid. Netflix’s larger market value (about $402 billion) means the deal would be less leveraged than Paramount’s proposal.
Netflix also agreed to reduce Discovery Global’s debt burden by $260 million, and it carries an investment-grade credit rating — unlike Paramount, whose bonds are rated junk.
Still, regulatory approval is far from guaranteed, and both bidders will likely face intense scrutiny as the deal progresses.