Paramount has escalated its hostile takeover campaign for Warner Bros. Discovery, sweetening its $30-per-share offer with new terms designed to force WBD's board to abandon a rival deal with Netflix. The move is a direct assault on WBD’s pre-existing agreement and is backed by a hefty personal guarantee from tech billionaire Larry Ellison.
Paying to play: While the $30-per-share price is unchanged, Paramount's updated play includes a new quarterly 'ticking fee' for shareholders if the transaction drags on past 2026. More importantly, the company is now offering to pay the $2.8 billion breakup fee Warner Bros. would owe Netflix for walking away.
A clearer path: Paramount is betting its bid for the entire company is superior, pitching it as having a "clear regulatory path" to approval. The company backed up its claims by noting it has already complied with a "Second Request" from the Department of Justice and secured clearance from German authorities.
The defense holds: For now, WBD's board is holding firm. While it acknowledged it will review the new terms, its recommendation still favors the Netflix plan. Meanwhile, WBD appears to be preparing for a significant legal battle, reportedly bringing famed antitrust lawyer Dan Petrocelli into its corner.
Paramount's aggressive move puts the pressure squarely on WBD's board, forcing it to publicly justify why it would choose Netflix's offer over a sweetened, all-cash bid for the whole company.
While the takeover battle rages, Paramount is also shuffling its C-suite, appointing a new CFO. Elsewhere, Paramount is taking its fight directly to shareholders, urging them to reject executive pay packages as part of its proxy fight.
