A high-stakes media takeover battle is intensifying as David Ellison-led Paramount Skydance pushes forward with its $30-per-share hostile bid for Warner Bros. Discovery, even as the company prepares to enter a seven-day negotiation window with the studio giant.
Paramount did not indicate that it has formally increased its offer, but it made clear it is prepared to engage in “good faith and constructive discussions” after WBD’s board signaled openness to talks. At the same time, the Ellison-backed group emphasized that it will continue advancing its tender offer directly to shareholders, oppose WBD’s proposed merger with Netflix, and move ahead with plans to nominate its own slate of directors at WBD’s upcoming annual meeting.
The public exchange underscores a rapidly escalating contest for control of one of Hollywood’s most valuable portfolios. WBD controls a vast range of assets, including the Warner Bros. film and television studio, HBO, and its global streaming operations. The company has been navigating industry-wide pressures, including the shift to streaming profitability and broader consolidation trends reshaping legacy media.
Earlier this week, WBD confirmed it would enter discussions with Paramount to “seek clarity” on what it described as the bidder’s “best and final offer.” According to the company, a senior representative for Paramount Skydance communicated that if WBD authorized merger-and-acquisition talks, the offer could rise to $31 per share and would not represent a final proposal. That possibility has prompted WBD leadership to formally request clarification.
In a letter addressed to Paramount’s board, WBD CEO David Zaslav and chairman Samuel Di Piazza Jr. asked whether the proposal includes a per-share price higher than $31. The move suggests WBD is testing whether a higher bid can be extracted as part of its fiduciary obligation to maximize shareholder value.
Despite opening the door to talks, WBD continues to recommend its pending transaction with Netflix. Shareholders are scheduled to vote on that deal at a special meeting set for March 20. Proxy materials already distributed indicate that the Netflix merger values WBD shares within a range of approximately $21.23 to $27.75 per share.
Paramount, however, argues that its $30-per-share all-cash offer represents a superior and more certain alternative. In addition to the headline price, the bid includes a so-called “ticking fee” of 25 cents per share per quarter beginning after Dec. 31, 2026, should a Paramount-WBD merger not close by then. The provision is designed to compensate shareholders for potential delays and reinforce the bid’s perceived certainty.
The dual-track approach — pursuing negotiations while maintaining a tender offer and preparing a potential proxy contest — reflects a classic hostile takeover strategy. By continuing to solicit shareholders directly and signaling willingness to challenge board composition, Paramount is increasing pressure on WBD’s leadership ahead of the Netflix vote.
The broader implications are significant. A successful acquisition by Paramount Skydance would create a combined entity with expansive studio, television and streaming assets, potentially strengthening Ellison’s position as a central figure in Hollywood consolidation. Conversely, a Netflix acquisition of WBD’s studio and streaming operations would dramatically expand the streaming giant’s premium content portfolio and further blur the line between traditional studios and tech-driven distribution platforms.
As negotiations unfold, key questions remain. Will Paramount formally raise its offer above $31 per share? Could WBD delay or reconsider the March 20 vote if a higher bid materializes? And how might regulators view either transaction in an increasingly scrutinized media landscape?
For now, the seven-day negotiating window sets the stage for what could become one of the most consequential media M&A showdowns in recent years — a battle that could reshape the balance of power across film, television and streaming.
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