The board of Warner Bros. Discovery has formally rejected a $30-per-share hostile tender offer led by David Ellison’s Paramount Skydance, reaffirming its support for the company’s previously announced merger agreement with Netflix and signaling little appetite to revisit negotiations with Paramount-backed bidders.
In a filing and statement to shareholders, WBD’s board said the Ellison-led proposal undervalues the company and introduces what it described as “numerous significant risks and costs,” calling the offer inferior to the Netflix transaction in both certainty and overall value.
“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,” board chair Samuel A. Di Piazza, Jr. said in a letter obtained by The Hollywood Reporter. “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.”
The rejection was widely anticipated. The tender offer mirrored a proposal Paramount submitted on December 4. That proposal came shortly before WBD agreed to merge with Netflix. At the time, WBD raised concerns about the financing structure. It also cited regulatory risk. The company questioned the durability of financial backstops tied to the offer.
Chief among those concerns was the role of Oracle founder Larry Ellison. His revocable trust was cited as a key financial backstop. WBD said the trust does not provide sufficient certainty. Its assets and liabilities are not publicly disclosed. The trust can also be altered at any time.
The board also pointed to risks tied to foreign sovereign wealth participation in the bid consortium, including $10 billion from Saudi Arabia’s Public Investment Fund, $7 billion from Abu Dhabi, and $7 billion from the Qatar Investment Authority.
Earlier versions of the Paramount-led bid included financing from Tencent. That $1 billion contribution was later removed. The decision followed regulatory and geopolitical concerns. Jared Kushner’s Affinity Partners had also pledged $200 million. The firm has since exited the consortium. Its departure further weakened the proposal in the eyes of WBD’s board.
From a regulatory standpoint, WBD said it does not believe there is a meaningful distinction between the Netflix transaction and the Paramount-led offer, countering claims that the latter would face fewer antitrust hurdles.
The board also took issue with Paramount’s legal posture.
In its filing, WBD referenced a December 3 letter from Paramount’s attorneys at Quinn Emanuel, describing it as adversarial and counterproductive. According to WBD, representatives from PSKY’s legal and financial advisors later indicated the letter “should not have been sent” and characterized it as “not helpful” and a “mistake.”
With the rejection now official, the burden shifts to Paramount and its partners. They must convince WBD shareholders to tender shares at the offered price. Alternatively, they must submit a materially improved bid. For now, WBD’s board remains firmly aligned behind the Netflix deal. The board frames it as the most compelling path forward. It also supports the company’s long-term strategic vision.
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