Netflix finally counters Paramount's hostile bid to take over Warner Bros. in a calm yet confident way

Netflix isn’t blinking. Days after Netflix and Warner Bros. Discovery announced a $72 billion equity deal that values the transaction at $82.7 billion enterprise value and carves out a separate “Discovery Global” for WBD’s linear networks, Paramount Skydance surfaced with a hostile $108.4 billion all-cash tender for the entire company. Netflix’s public posture has stayed calm and confident. As per Variety report dated December 8, 2025, co-CEO Ted Sarandos stated,

“Today’s move was entirely expected....We have a deal done, and we are incredibly happy with the deal.”

Warner Bros. Discovery’s board has told investors to “take no action” while it reviews Paramount’s offer, and, for now, it is not changing its recommendation toward the Netflix agreement. Paramount CEO David Ellison is pitching “higher headline value” and a faster close. As per the PR Newswire release dated December 8, 2025, Ellison remarked,

“WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company.”

Below, the numbers, the counter, and the next decision points for investors and the industry that watches Game of Thrones and other Warner flagships.

Netflix’s answer to the hostile bid: steady tone, hard numbers, and why it thinks the deal closes

As per Variety report dated December 8, 2025, Netflix framed Paramount’s gambit as “entirely expected,” with Sarandos adding that the team is “incredibly happy with the deal.” He reiterated confidence on stage at UBS’s media conference, signaling that Netflix believes regulators will sign off on the merger.

Core deal terms come directly from company disclosures. As per Netflix investor relations press release dated December 5, 2025, Netflix will acquire Warner Bros., including HBO and Max, at $27.75 per WBD share, for a total equity value of $72.0 billion and enterprise value of $82.7 billion. Closing is targeted 12 to 18 months after WBD finishes spinning off Discovery Global. Warner Bros. Discovery’s own IR page confirms the Discovery Global separation framework and the board’s current stance.

Termination mechanics underscore Netflix’s confidence. As per SEC filings dated December 5, 2025, Netflix agreed to a $5.8 billion reverse breakup fee if antitrust or foreign-regulatory barriers stop the deal, while WBD would owe Netflix $2.8 billion if certain conditions apply, including a shareholder vote turning against the transaction.

Key numbers call-out

• Price to WBD holders: $27.75 per share, mixed cash and stock.
• Enterprise value: $82.7 billion, equity value $72.0 billion.
• Fees: $5.8 billion reverse termination by Netflix, $2.8 billion by WBD in specified cases.
• Timeline: expected to close in 12 to 18 months after the Discovery Global spin.

Inside Paramount Skydance’s $108.4 billion hostile offer and its pitch to WBD shareholders

Paramount Skydance took its case directly to investors with a $30 per-share, all-cash tender for the whole company. As per Reuters reports dated December 8 and December 9, 2025, the bid aims to scuttle the Netflix agreement and is presented as richer, simpler, and faster to clear. As per a PR Newswire release dated December 8, 2025, Ellison stated,

“Our public offer, which is on the same terms we provided to the Warner Bros. Discovery Board of Directors in private, provides superior value, and a more certain and quicker path to completion.”

Financing and backers snapshot

• Ellison family backstop and RedBird Capital were named in the offer announcement.
• Reuters coverage cites participation from Affinity Partners and Middle Eastern sovereign funds, with a structure designed to avoid CFIUS issues.
• Debt commitments referenced from major lenders in the tender materials.

Process gripe and optics:

Paramount alleges WBD ran a biased process favouring Netflix and “did not engage” on an improved $30 per-share proposal delivered on December 4. As per a Reuters report dated December 9, 2025, those claims are detailed in securities filings, positioning the tender as a remedy that lets shareholders decide.

Where Warner Bros. Discovery stands now: board posture, regulatory path, and the next decision points

The WBD board’s posture is explicit. As per Warner Bros. Discovery investor relations notice dated December 8, 2025, the board will review Paramount’s tender but is not modifying its recommendation on the Netflix agreement and advises stockholders to take no action at this time.

Regulatory watchlist:

• DOJ and international scrutiny will review horizontal and vertical effects on streaming and studios, including how a Netflix plus HBO Max bundle could affect pricing and choice. As per a Reuters report dated December 3, 2025, Netflix has already framed the combination as pro-consumer through lower costs.
• Litigation signals are starting. As per a Reuters report dated December 9, 2025, a consumer class action in California seeks to block the Netflix transaction on competition grounds.
• The tender clock and merger clock will run in parallel. As per Reuters Breakingviews dated December 8, 2025, Paramount’s offer currently expires on January 8, 2026, which puts pressure on both sides while filings advance.

Stay tuned for more updates.