In a strategic relaunch of its bid to acquire Warner Bros. Discovery, Netflix has announced a modification to its offer, now opting for an all-cash transaction. The stated objective is to simplify the agreement and facilitate its acceptance by the studio's shareholders, while also responding to pressure from a hostile takeover bid by Paramount Skydance.
A revised transaction to expedite shareholder vote
The revised agreement maintains the same valuation of $27,75 per WBD share, but replaces the cash-and-stock component of the initial offer with an all-cash payment. This revised structure would provide greater certainty of value to WBD shareholders and "simplify the process toward a shareholder vote" expected by April 2026.
Netflix clarified that the transaction would be financed through a combination of available cash, credit facilities, and other sources of financial commitments, while maintaining the agreement to separate Discovery Global into a separate public company prior to the completion of the acquisition.
Samuel A. Di Piazza Jr., chairman of the board of Warner Bros. Discovery, welcomed the revision, stating that the shift to an all-cash offering "can now offer even more certain value" to shareholders and facilitate engagement with investors on the strategic benefits of the transaction. Ted Sarandos, co-CEO of Netflix, emphasized that the revised agreement would help accelerate shareholder approval while strengthening the scope and value of the combined entity.
A battle of entertainment giants
As a reminder, rival company Paramount Skydance launched a hostile all-cash takeover bid of $30 per share, valuing WBD at approximately $108,4 billion, which it presents as more favorable to shareholders.
Warner Bros Discovery nevertheless rejected this hostile offer from Paramount, believing that it carried greater risks and uncertainties than the agreement with Netflix, and reaffirmed its support for Netflix's offer.
Despite this, tensions persist. Paramount has initiated legal proceedings to obtain greater transparency regarding the Netflix deal and is considering extending its own offer or taking further action to challenge the agreement. A Delaware judge recently ruled that Warner Bros. Discovery was not obligated to immediately disclose more financial details of the deal, rejecting a request from Paramount to expedite the disclosure schedule.
What's Next ?
The amended agreement between Netflix and Warner Bros. Discovery remains subject to approval by WBD shareholders and antitrust regulators in the United States and Europe. Executives from both companies have filed the necessary documents with the relevant authorities and begun the process of meeting regulatory requirements.
If approved, the transaction would mark one of the most significant moves in recent entertainment history, uniting one of the world's largest streaming services with one of the industry's most influential film studios. The shareholder vote, scheduled for April 2026, will be a pivotal moment in the development of this acquisition and in the future strategy of both groups in the global entertainment market.
