Warner Bros. Discovery advises shareholders to reject Paramount Skydance takeover bid

Warner Bros. Discovery has formally advised its shareholders to reject Paramount Skydance’s $108.4 billion bid to acquire the company.

In a public message posted to its website, Warner Bros. Discovery’s board of directors “unanimously determined that the tender offer launched […] is not in the best interests of WBD and its shareholders.”

The company also said it had conducted another review and determined that Paramount Skydance’s tender offer “remains inferior to the Netflix merger,” adding that none of the reasons given against the sale “will be a surprise to PSKY given our clear, and oft-repeated, feedback on their six prior proposals.”

“The terms of the Netflix merger are superior. The PSKY offer provides inadequate value and imposes numerous, significant risks and costs on WBD,” the Board said. “The value we have secured for shareholders through the Netflix merger is extraordinary by any measure.

“PSKY has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family. It does not, and never has.”

“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders,” said Samuel A. Di Piazza, Jr., chair of the Warner Bros. Discovery board.

“This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination.”

Ted Sarandos, Netflix co-CEO, welcomed the news, saying: “The Warner Bros. Discovery Board reinforced that Netflix’s merger agreement is superior and that our acquisition is in the best interest of stockholders.

“This was a competitive process that delivered the best outcome for consumers, creators, stockholders and the broader entertainment industry. Netflix and Warner Bros. complement each other, and we’re excited to combine our strengths with their theatrical film division, world-class television studio, and the iconic HBO brand, which will continue to focus on prestige television. We’re also fully committed to releasing Warner Bros. films in theaters, with a traditional window, so audiences everywhere can enjoy them on the big screen.”

Netflix announced that it was going to buy Warner Bros, including the company’s games division, for $82.7 billion earlier this month. Shortly thereafter, Paramount Skydance kicked off a hostile takeover bid for the entirety of Warner Bros Discovery.

For more, read our feature, What does the Netflix deal mean for Warner Bros’s games division?