Warner Bros Discovery Board Rejects Paramount’s Hostile Bid

Warner Bros Discovery’s (WBD) board of directors formally rejected a $108.4 billion USD hostile takeover bid from Paramount Skydance (PSKY) on Dec 17, 2025. In a detailed letter to shareholders, the board said Paramount has “consistently misled” that its all-cash $30-per-share proposal was guaranteed and had firm financial backing from the Ellison family trust led by Larry Ellison. 

The WBD board believes the revocable trust did not constitute a secure financial guarantee. The board cited Paramount’s offer, which is higher in headline cash value, posed “numerous, significant risks.” The offer is not fully “backstopped” by the Ellison family. Additionally, Jared Kushner of Affinity Partners, one of the backers of Paramount’s deal, has recently exited the deal, raising more concerns about the financial security of Paramount’s offer. 

Paramount, for its part, previously declared its commitment to the offer, asserting financing was secure and arguing its proposal offered superior value and potentially fewer regulatory hurdles. However, some experts, such as Jonathan Kees from Daiwa Capital Markets, believe, “PSKY's backing by the Ellison family is financially sufficient," even without Kushner and Affinity Partners. 

According to a Senior Analyst from Emarketer, Ross Benes, “this rejection shows that WBD's board and executives strongly prefer Netflix as its suitor.” Netflix’s $82.7B agreement with WBD is lower on per-share value; however, it is fully backed by Netflix and offers clear financing and execution capacity.

Industry Experts’ Insights on Ongoing Controversy about WBD’s Partial Sale

Pivotal Research Group’s CEO, Jeffrey Wlodarczak, explained that the board’s concerns were “legitimate,” pointing to the revocable financing structure of Paramount’s offer. He noted that while Paramount’s bid could face less regulatory pushback, the lack of guarantee from Ellison family directly makes it less credible. Wlodarczak also suggested Paramount would need to ditch its hostile bid, raise financing commitments, and revise breakup fees if it chooses to remain competitive.

Paolo Pescatore of PP Foresight also believes the board decision is “a strong endorsement of Netflix’s offer,” underscoring better value and clearer execution prospects. While Netflix's agreement with WBD has generated numerous regulatory concerns, Pescatore stated that the deal has a higher chance of getting “regulatory approval.” Additionally, he mentioned that even if Paramount increases or revises its offer, “it's unclear whether the outcome will change given the concerns.”

WBD is majorly (73%) owned by institutions such as BlackRock, Vanguard, and State Street, with insiders and retail investors holding the rest. According to Jonathan Kees, while the major shareholders tend to consider the shareholder advisory board’s recommendations, they do not necessarily follow them.

He further anticipates that the exact state of WBD’s partial sale would not be clear until the company’s next shareholder meeting, which is scheduled for the summer of 2026. Kees additionally forecast a “media and proxy spectacle,” with both sides actively presenting their cases to shareholders and the press. 

While it’s clear that with the rejection of Paramount’s hostile bid, WBD prefers the existing agreement with Netflix, that deal is not out of scrutiny. It is facing antitrust review and scrutiny from Hollywood unions, hinting at a prolonged timeline before it gets approval.