$108 Billion Media Battle: Warner Bros May Reopen Talks With Paramount

Paramount strengthened its approach last week by sweetening certain financial terms, though notably without increasing its per-share offer.

The studio offered shareholders a 25-cent-per-share quarterly “ticking fee” (about $650 million) in cash beginning in 2027 until the deal closes.

Source : Paramount, Warner Bros, Netflix

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Hollywood’s corporate chessboard may be shifting again. Warner Bros Discovery is reportedly weighing whether to reopen sale discussions with Paramount Skydance after receiving an amended hostile offer, a move that could reignite one of the entertainment industry’s biggest takeover sagas of the year.

According to a Bloomberg News report published on Sunday, citing people with knowledge of the matter, members of Warner Bros’ board are debating whether Paramount could provide a superior path compared to its existing agreement with Netflix. 

No final decision has been taken, and the board could still choose to stick with its current deal. 

A Fresh Twist in a High-Stakes Bidding War

Paramount strengthened its approach last week by sweetening certain financial terms, though notably without increasing its per-share offer. The studio offered shareholders a 25-cent-per-share quarterly “ticking fee” (about $650 million) in cash beginning in 2027 until the deal closes.

 In addition, Paramount agreed to cover Warner Bros’ $2.8 billion breakup fee to Netflix if the company decides to walk away from that agreement.

However, the base offer remains unchanged at $30 per share, valuing the proposed transaction at $108.4 billion including debt.

That financial engineering appears designed to address investor concerns about deal timing and execution risk rather than headline valuation.

Why Warner Bros Is So Coveted

Both Netflix and Paramount are pursuing Warner Bros for strategic reasons that extend well beyond scale. The company controls one of the most valuable film and television studios in the world, a vast content archive and some of the most recognisable franchises in global entertainment.

From "Game of Thrones" and "Harry Potter" to DC Comics superheroes such as Batman and Superman, Warner Bros owns intellectual property that continues to generate cultural relevance and long-term monetisation potential.

In an era defined by streaming competition, content depth and franchise durability are increasingly seen as competitive moats. Securing Warner Bros would significantly bolster either bidder’s position in a crowded and capital-intensive market.

Boardroom Calculus: Stay or Switch?

The Bloomberg report suggests that Warner Bros’ board is evaluating whether Paramount’s revised proposal offers a clearer or more lucrative outcome compared to Netflix’s existing agreement. Yet the board has not determined how it will respond.

Reopening talks would likely trigger fresh negotiations and possibly extend uncertainty for shareholders and employees alike. On the other hand, sticking with Netflix may offer greater deal certainty, even if the valuation remains contested by some investors.

Activist Pressure Builds

Adding to the drama, activist investor Ancora Holdings, which has built a nearly $200 million stake, has publicly opposed the Netflix deal. Ancora argued that the board did not sufficiently engage with Paramount regarding its rival proposal.

The activist’s stance increases scrutiny on the board’s fiduciary responsibilities, especially given that Paramount’s bid includes cable assets such as CNN and TNT, components that may influence strategic value assessments.

While activist involvement does not guarantee a shift in direction, it raises the stakes and places additional pressure on directors to demonstrate that they have explored all avenues to maximise shareholder value.

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