Warner Bros. rejects Paramount’s revised takeover offer;

The board of directors of Warner Bros. Discovery has unanimously rejected a revised takeover offer from Paramount Skydance, calling the proposal “inadequate” and urging shareholders to support its existing deal with Netflix.

Paramount’s updated offer, valued at about $108.4 billion, included changes intended to address earlier concerns, such as a personal equity guarantee from Oracle co-founder Larry Ellison and a higher breakup fee.

However, the board of Warner Bros. Discovery said the terms still did not provide sufficient value and certainty for shareholders, indicating significant risks, costs and uncertainty about Paramount’s ability to close the deal.

In a letter to shareholders, the board reiterated that Paramount’s revised offer remains inferior to the company’s binding merger agreement with Netflix, which it believes will offer greater value with fewer execution risks.

Warner’s leadership specifically highlighted the heavy reliance on debt financing and potential operating constraints that could hamper the company’s operations during an extended shutdown period.

Paramount’s offer, backed by Ellison’s personal financial guarantee and significant debt financing, would require the company to incur tens of billions of dollars in liabilities, raising concerns about the stability of the financing and the likelihood that the deal will close successfully.

Despite these adjustments, Warner’s board found that the offer still did not properly address key issues previously identified in the negotiations.

Rejecting Paramount’s last tail, Warner Bros. Discovery continues to push forward with its planned merger with Netflix, a separate deal that would have seen Netflix acquire the studio’s film, TV and streaming assets on terms the board believes provide a clearer financing structure and stronger long-term prospects.