adminThe Netflix Warner Bros deal is no longer moving forward after Netflix declined to match Paramount Skydance’s increased offer for Warner Bros Discovery (WBD). Paramount’s all-cash proposal rose to $31 per share, and WBD’s board determined that the revised bid was superior to Netflix’s agreement.
Image credit: Netflix/Warner Bros Discovery
Why Netflix withdrew from the Warner Bros deal
Netflix said the amount needed to match Paramount’s proposal would make the acquisition financially unattractive. The company’s co-CEOs, Ted Sarandos and Greg Peters, described the purchase as worthwhile only at an appropriate price, rather than something Netflix needed to pursue at any cost.
When assessing competing acquisition offers, the headline price is only one factor. Financing terms, fees, and the value and type of consideration can also affect a deal’s overall cost and appeal. Here, Paramount’s revised proposal included additional terms that WBD said strengthened its offer.
What Paramount’s $31-per-share offer includes
Paramount increased its all-cash proposal from $30 to $31 per share. Its earlier amendments also included a ticking fee, debt-financing costs, and payment of the termination fee associated with ending WBD’s existing merger agreement with Netflix.
Under the announced arrangement, Paramount will pay WBD the $2.8 billion termination fee owed to Netflix when the agreement is terminated. WBD’s board reviewed the revised proposals and concluded that Paramount’s latest offer was superior. That assessment allowed Netflix to decide whether to match the competing bid; Netflix chose not to do so.
How the Netflix and Paramount bids developed
WBD said in October 2025 that it was exploring a potential sale of all or part of its media assets. On December 5, Netflix announced an offer valued at approximately $82.7 billion. It proposed $27.75 in cash and $4.50 in Netflix common stock for each WBD share.
The proposed acquisition covered WBD’s film studio, streaming businesses, and games division, but excluded its cable channels. WBD had separated its Streaming & Studios and Global Networks divisions in June 2025.
On December 8, Paramount launched a hostile takeover bid valued at $108.4 billion and offered $30 per share in cash. WBD initially advised shareholders to reject it, saying its review found the proposal inferior to Netflix’s agreement. Paramount later revised its terms, and the board subsequently judged its $31-per-share offer superior. Paramount also filed a lawsuit against WBD seeking disclosure of the terms of Netflix’s bid.
What Netflix plans after the deal
Netflix’s co-CEOs said the company would continue focusing on its existing business and programming. They stated that Netflix planned to invest approximately $20 billion in films and series that year, broaden its entertainment offering, and resume its share repurchase program in line with its capital allocation policy.
For shareholders following the Netflix Warner Bros deal, the key development is that Netflix will not increase its offer, while Paramount has agreed to cover the termination fee. The outcome follows a board review of competing proposals; the acquisition plans and related proceedings remain subject to the relevant transaction terms and legal process.
