The board of Warner Bros. Discovery (WBD) has declared Paramount Global's all-cash offer to acquire the entire company superior to a rival bid from Netflix. The announcement, made on Thursday afternoon, signals a potential end to the protracted bidding war for the media conglomerate.
Paramount's proposal values WBD at $31 per share, while Netflix's competing offer for WBD's streaming and studio assets stands at $27.75 per share. Both bids are structured as all-cash transactions. The WBD board's assessment now triggers a critical four-day window for Netflix to respond.
Paramount's Offer Includes Protective "Ticking Fee"
A key differentiator in Paramount's bid is the inclusion of a protective mechanism for WBD shareholders. The deal features a so-called "ticking fee," which would pay shareholders $0.25 per share—approximately $650 million in total—for every quarter the acquisition fails to receive regulatory approval, starting from September 30.
Paramount has also stated it will cover a substantial $2.8 billion breakup fee payable to Netflix should WBD ultimately terminate its existing agreement with the streaming leader. This move is seen as an effort to de-risk the deal for WBD's board and shareholders.
Netflix's Final Decision Window Opens
Following the board's statement, Netflix now has four business days to decide its next move. The company can either improve its financial offer to surpass Paramount's terms or choose to walk away from the deal entirely.
If Netflix opts to withdraw, it would be entitled to receive the $2.8 billion termination fee from WBD. Should it not submit an improved proposal, the WBD board has indicated it will formally change its recommendation and terminate the agreement with Netflix.
Shareholder Vote Scheduled for March
The final decision now rests with WBD's shareholders, who are scheduled to vote on March 20 to approve a transaction with the highest bidder. The board's preference for Paramount's offer sets the stage for a significant consolidation in the global media landscape, pending regulatory scrutiny and a potential last-minute counter-bid.
The situation remains fluid, with the outcome hinging on Netflix's strategic response within the defined deadline. The proposed acquisition would create one of the world's largest entertainment conglomerates, combining Paramount's extensive studio and broadcast assets with WBD's premium streaming services and content library.