Warner Bros says revised Paramount bid could lead to superior proposal

The announcement marks a shift in tone from earlier statements, when Warner Bros had rejected Paramount’s offers as inadequate. The company stressed, however, that it has not concluded the Paramount proposal is superior and that its merger agreement with Netflix remains in effect. The board continues to recommend that shareholders approve the Netflix transaction.

Under the revised terms, Paramount is offering $31 per share in cash, plus a daily ticking fee equal to $0.25 per quarter beginning after September 30, 2026. The proposal also includes a $7 billion regulatory termination fee payable if the deal fails due to regulatory issues, and a commitment by Paramount to cover the $2.8 billion break fee Warner Bros would owe Netflix if it terminates the existing merger agreement.

Paramount further agreed to provide additional equity funding if needed to satisfy lending banks’ solvency requirements, and to adopt a definition of Company Material Adverse Effect that excludes the performance of Warner Bros’ Global Linear Networks business.

Warner Bros said it will continue discussions with Paramount to determine whether a proposal that qualifies as a Company Superior Proposal can be reached. If the board ultimately makes such a determination, Netflix would have 4 business days to negotiate and propose revisions to its own deal.

There is no assurance that talks with Paramount will result in a definitive agreement, the company said. Until any change is made, the Netflix merger agreement remains in place and the board has not withdrawn or modified its recommendation in favor of that transaction.

Earlier, Qazinform News Agency reported that Warner Bros. Discovery rejected the latest takeover proposal from Paramount Skydance but was giving the company 7 days to submit what it calls a “best and final” offer.