Netflix ups Warner Brothers bid to all-cash offer

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Netflix has amended its offer to an all-cash bid for Warner Bros. Discovery’s studio and streaming assets (excluding certain cable networks), valued at approximately $82.7billion or $27.75 per share. This move aims to provide greater financial certainty to Warner Bros. stockholders and expedite the approval process amidst a rival bid from Paramount Skydance.

All-cash bid eliminates stock price risk, targets April 2026 shareholder vote

On January 20, 2026, Netflix launches a revised bid fixed at $27.75 per share in cash, a change from the original cash-and-stock offer. This eliminates the risk associated with Netflix’s fluctuating stock price for WBD shareholders.

By going all-cash, Netflix seeks to counter Paramount’s rival all-cash offer and accelerate the shareholder vote, which is expected by April 2026. The combined entity would gain access to valuable franchises like “Harry Potter” and “Game of Thrones,” and the HBO Max streaming service. Netflix is financing the deal through cash on hand, existing credit facilities, and committed debt financing, which has led to an increase in its bridge loan commitments.

Netflix has proposed to acquire Warner Bros. Discovery’s film studio and streaming businesses for $27.75 per share, ahead of their planned spin-off into a new publicly listed entity named Warner Bros. later this year. Meanwhile, CNN and other WBD-owned networks will be grouped under a separate company called Discovery Global.

The deal has drawn attention from lawmakers due to concerns about media consolidation, and it is subject to regulatory approvals. WBD CEO David Zaslav said Tuesday that the company will call a special shareholder meeting to vote on the deal after it completes its review by the US Securities and Exchange Commission, which he expects to occur in the spring.

By transitioning to all-cash consideration, we can now deliver the incredible value of our combination with Netflix at even greater levels of certainty, while providing our stockholders the opportunity to participate in management’s strategic plans to realize the value of Discovery Global’s iconic brands and global reach.Samuel A. Di Piazza, Jr., chair of the WBD board of directors

Samuel A. Di Piazza, Jr., chair of the WBD board of directors

WBD board unanimously recommends Netflix offer, calls Paramount bid “Inferior”

The WBD board unanimously recommended the amended Netflix offer, noting it provides greater financial certainty than Paramount’s “inferior” and highly leveraged proposal. Paramount Skydance continues to campaign aggressively, arguing its $108.4billion bid is superior and warning that WBD’s planned cable spinoff (Discovery Global) is essentially worthless.

WBD shares surged 170% in 2025, Netflix stock dropped 6.5% after announcement

Shares of Warner Bros. Discovery (WBD), formed in April 2022, surged to all-time highs in 2025, rising more than 170% for the year. As of December 30, WBD’s market capitalization stood at $71.8billion, a sharp increase from roughly $25billion at the start of the year.

While Netflix shares dropped 6.5% in after-hours trading following the announcement, Wall Street analysts largely view the cash bid as a smart move to remove valuation uncertainty for Warner Bros. Discovery (WBD) shareholders.

UK politicians warn deal would “cement dominant player”

More than a dozen UK politicians and former policymakers have urged the country’s competition watchdog to conduct a full review of Netflix’s $83billion bid for Warner Bros. Discovery, according to the Financial Times on January 27.

In a letter to Sarah Cardell, CEO of the Competition and Markets Authority (CMA), the group warned that the deal “will cement an already-dominant player” in the TV-streaming market.

Earlier this month, Paramount filed a lawsuit in Delaware to pursue more information about the valuation “so that WBD shareholders have what they need to be able to make an informed decision as to whether to tender their shares into our offer.” However, the court rejected Paramount’s effort to expedite the case.

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Key widely reported facts from verified sources including BBC, CNN, The Guardian, Variety, Wall Street Journal, Reuters, Financial Times, Bloomberg, CNBC, Financial Times

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Timeline

14 Sep: Paramount CEO David Ellison proposes an unsolicited $19-per-share cash-and-stock bid at WBD CEO David Zaslav’s home.

22 Sep: WBD board unanimously rejects the offer as “inadequate”.

30 Sep: Paramount submits a second bid at $22 per share (67% cash).

8 Oct: WBD rejects the second bid. Concurrently, Netflix co-CEO Greg Peters downplays interest in mega-mergers.

13 Oct: Paramount’s third bid of $23.50 per share (80% cash) is approved by its own board but rejected by WBD.

21 Oct: WBD officially opens a formal auction, allowing bids for parts or the whole company.

20 Nov: First round of formal bids from Paramount and Netflix

1 Dec: Paramount increases bid to $26.50/share and reveals Middle Eastern financing.

4 Dec: Netflix issues an ultimatum and increases its bid to $27.75/share. Paramount boosts its offer to $30/share but loses board favor due to financing concerns.

WBD Board votes to accept the Netflix proposal.

5 Dec: Netflix and WBD officially announce their merger. Netflix agrees to acquire WBD’s Studios and Streaming assets for $27.75 per share in a cash-and-stock deal.

8 Dec: Paramount Skydance (PSKY) disrupts the agreement by launching a $108.4 billion hostile bid for the entirety of WBD at $30 per share in cash.

17 Dec: The WBD board formally rejects Paramount’s initial hostile bid, questioning its financing and labeling it “inferior” to the Netflix deal.

22 Dec: Paramount submits an amended bid that includes a $40.4 billion personal guarantee from tech billionaire Larry Ellison to address the board’s financing concerns.

7 Jan 2026: WBD’s board unanimously rejects the amended Paramount offer, citing excessive debt risk.

8 Jan:Paramount reaffirms its $30-per-share offer despite the board’s rejection, taking the fight directly to shareholders.

12 Jan: Paramount sues WBD in Delaware, accusing the board of misleading shareholders about the Netflix deal.

15 Jan: A Delaware judge denies Paramount’s request to expedite the lawsuit.

20 Jan: Netflix amends its bid from cash-and-stock to all-cash.

21 Jan: Paramount extends its tender offer deadline to woo more shareholders.

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