Warner Bros rejects Paramount again but invites final bid
Warner Bros. Discovery has rejected the latest takeover proposal from Paramount Skydance but is giving the company 7 days to submit what it calls a “best and final” offer, even as it continues to back its agreed merger with Netflix, Qazinform News Agency correspondent reports.
In a filing with the U.S. Securities and Exchange Commission, Warner Bros. Discovery said its board unanimously recommends that shareholders vote in favor of the Netflix merger at a special meeting scheduled for March 20, 2026.
At the same time, Netflix has granted Warner Bros. Discovery a 7-day waiver under their merger agreement, allowing the company to hold discussions with Paramount Skydance through February 23. The purpose, the board said, is to clarify deficiencies in Paramount’s proposal and give the bidder an opportunity to submit a binding and final offer.
According to the company, a senior Paramount representative recently indicated that the group would be willing to pay $31 per share if discussions were authorized and that this figure would not represent its best and final proposal. However, Warner Bros. Discovery said that price and other assurances were not reflected in the latest draft merger agreement submitted by Paramount.
In a letter sent to Paramount’s board, Warner Bros. Discovery said it remains fully committed to the Netflix transaction and has not determined that Paramount’s proposal is reasonably likely to result in a superior deal. The company added that it expects any overbidder to accept the substantive terms already agreed with Netflix and provided Paramount with revised draft agreements reflecting those standards.
President and Chief Executive Officer of Warner Bros. Discovery David Zaslav said the board’s focus has been on maximizing value and certainty for WBD shareholders. Chair Samuel A. Di Piazza Jr. said the Netflix merger offers strong value, a clear path to regulatory approval and protections against downside risk.
Warner Bros. also outlined changes it wants reflected in any Paramount agreement. These include stronger financing commitments, removal of restrictions on Warner Bros.’ ability to operate in the ordinary course before closing, and provisions requiring additional equity funding if debt financing becomes unavailable. The company also asked Paramount to align its terms more closely with those agreed with Netflix.
Paramount’s amended tender offer, submitted on February 10, addressed some earlier concerns but still contains what Warner Bros. described as unfavorable terms that were previously rejected by the board.
Earlier, Qazinform News Agency reported that Paramount offered Warner Bros. Discovery shareholders a “waiting fee”.