Paramount, partnered with Skydance, on Monday unveiled a hostile all-cash offer of $108.4 billion to acquire Warner Bros Discovery, seeking to outbid Netflix and create a media conglomerate capable of challenging streaming leaders. The move follows Netflix’s earlier proposal — a roughly $72 billion equity offer focused on Warner’s film and TV studios as well as HBO and HBO Max — which had been viewed as the front-runner after several weeks of competing bids.
Warner Bros Discovery’s board said it will review Paramount’s proposal but maintained its recommendation for the Netflix transaction, advising shareholders to take no immediate action while the board evaluates the new proposal. Paramount argues its $30-per-share cash bid delivers about $18 billion more in immediate cash to shareholders than Netflix’s offer and presents a clearer path through regulators because it would acquire the whole company, including cable and other legacy assets that Netflix’s studio-focused bid excludes.
The financing package for Paramount’s offer includes backing from Affinity Partners, the investment firm run by Jared Kushner, plus commitments from Saudi and Qatari sovereign wealth funds and L’imad Holding Co, an Abu Dhabi government-owned entity. The Ellison family agreed to backstop roughly $40.7 billion of the equity; reports say Larry Ellison contacted President Trump after the Netflix deal was announced, warning it would harm competition.
Paramount’s leadership says a combined Paramount–Warner operation would benefit creators, movie theaters and consumers by increasing competition in Hollywood. CEO David Ellison framed the pitch around higher immediate value, greater certainty of closing and easier regulatory clearance than the Netflix alternative.
But the proposal has triggered immediate antitrust concerns. Critics note that merging two major TV and studio operators could produce an entity rivaling or exceeding the scale of Disney. Democratic lawmakers and consumer advocates have warned of concentration risks; Senator Elizabeth Warren called the transaction a ‘‘five-alarm antitrust fire’’ and highlighted worries about the deal’s backers and potential influence or national-security implications.
Netflix executives pushed back. Co-CEO Ted Sarandos said a hostile bid was expected and defended Netflix’s approach, arguing Paramount’s touted $6 billion in synergies would likely come from job cuts. Sarandos emphasized Netflix’s stance of preserving jobs as it pursues content investment.
Paramount says it submitted multiple proposals over a 12-week period and accuses Warner Bros Discovery management of failing to engage seriously and of favoring Netflix from the outset. Warner management reportedly described the Netflix bid as a ‘‘slam dunk’’ while downplaying Paramount’s overtures; David Ellison has said the bidding process showed an inherent bias.
Financially, Paramount’s offer represents about a 139% premium to Warner’s pre-talk market value and exceeds Netflix’s $27.75-per-share mix of cash and stock. Market reaction on announcement day showed Paramount shares rising more than 7%, Warner Bros Discovery shares up about 5%, and Netflix shares falling roughly 4%.
Significant contractual and regulatory hurdles remain. If Warner accepts Paramount’s proposal, the company would owe Netflix a breakup fee of about $2.8 billion; conversely, Netflix would face a $5.8 billion payment if its deal collapses. Either transaction would almost certainly prompt intense antitrust review from regulators and scrutiny from bipartisan lawmakers, as well as concern from Hollywood unions about potential job losses and impacts on consumer prices.
Analysts expect a prolonged contest as Paramount courts shareholders and presses its case with regulators and political stakeholders to challenge the Netflix arrangement. Observers say the fight will continue on multiple fronts before any final outcome is reached.
