Paramount bids $108B to acquire Warner Bros: outshining netflix

David Ellison, CEO of Paramount Skydance, isn’t letting Netflix enjoy its autonomous move to merge with Warner Bros. Discovery.

On Monday, December 8, Paramount announced it has launched an all-cash tender offer to acquire all outstanding Warner Bros. Discovery shares at $30 each, matching the terms of its Dec. 4 proposal to WBD’s board.

The deal would cover the entire Warner Bros. Discovery empire, including its TV networks like CNN, TBS, and TNT.

Paramount values its all-cash offer at an enterprise value of $108.4 billion, including debt, and an equity value of $77.9 billion.

By contrast, the Netflix deal relies on a mix of cash ($23.25/share) and stock ($4.50/share), valued at $27.75 per share, subject to collar and Netflix’s future performance, excluding the TV business. Paramount called Netflix’s structure “volatile and complex.”

Paramount’s move, targeting WBD shareholders directly, follows Friday’s announcement that Netflix and WBD had reached a binding agreement for Netflix to acquire Warner Bros.’ studio operations, HBO, and HBO Max for $72 billion, with an enterprise value of $82.7 billion.

“Our proposal is superior to Netflix in every dimension,” Ellison told analysts and investors Monday morning.

In its announcement, Paramount argued that its bid offers WBD shareholders a clearer, financially stronger alternative, warning that the Netflix deal carries uncertain value, regulatory hurdles across multiple jurisdictions, and a complicated cash-and-stock structure.

Under Paramount’s proposed terms with WBD, the three Middle Eastern sovereign wealth funds, from Saudi Arabia, Qatar, and Abu Dhabi, along with Kushner’s Affinity Partners, “have agreed to forgo any governance rights, including board seats, tied to their non-voting equity stakes.”

Paramount noted that, as a result, the deal “will not fall under CFIUS jurisdiction,” referring to the U.S. Committee on Foreign Investment, which assesses potential national security risks from foreign investments in American companies.

Additionally, Chinese tech giant Tencent, which had previously pledged $1 billion toward the acquisition, is no longer participating as a financing partner in the $30-per-share offer.

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