Warner Bros. Discovery said the board has not yet made a determination as to whether the offer is superior to Netflix’s but says it could “reasonably be expected” to lead to a “company superior proposal.” Netflix has offered $27.75 per share for the company’s streaming and film assets alone, in a deal valued at $82.7 billion.
The revised proposal from Paramount not only includes the increased purchase price of $31.00 per WBD share in cash, but also a daily ticking fee payable to shareholders equal to $0.25 per quarter beginning after Sept. 30, 2026, as well as a $7 billion regulatory termination in the event the transaction does not close due to regulatory matters. Paramount has also agreed to pay the $2.8 billion termination fee that Warner Bros. would be required to pay to Netflix to terminate the existing merger agreement.
The ticking fee schedule was originally slated to start Dec. 31, and the $7 billion fee is also being raised from the $5.8 billion fee that the company proposed. The new timing for the ticking fee and the higher termination fee is meant to underscore Paramount’s confidence that it can get the deal through the regulatory process, and to put pressure on Netflix.
The companies, however, are still talking, which suggests that Paramount’s latest offer may not be its “best and final.” WBD had said that it wants to get to that point in order to remove any doubt over Paramount’s willingness to raise, and Netflix’s ability to match.
If the Warner Bros. board determines that Paramount’s offer is a “Company Superior Proposal,” Netflix will have four business days to negotiate with WBD and to propose any revisions to its bid.
Paramount has been launching hostile takeover bid directly with shareholders in its effort to undo the previously agreed $82.7 billion Netflix deal. That deal was first unveiled in December and amended into an all-cash bid in late January. Warner Bros. board members had given Paramount a deadline of early this week for a revised best and final bid. Paramount’s offer encompasses all of Warner Bros., which means it would also be taking on linear cable networks such as CNN, TBS, HGTV and TNT.
WBD has set a March 20 date for shareholders to vote on the Netflix deal, meaning that the clock is ticking to come to a conclusion one way or another.
Earlier this morning, Warner Bros. had said its board, along with financial and legal advisors were reviewing Paramount’s latest new offer, but did not reveal exact details of the bid. Paramount had also confirmed the bid but was mum on details.
