WBD Reopens Talks with Paramount

Netflix has provided Warner Bros. Discovery (WBD) a limited waiver permitting it to engage in discussions with Paramount Skydance for seven days.

WBD will engage with Paramount to discuss the differences of its current offer and clarify certain terms, allowing Paramount to make its best and final offer. Netflix retains its matching rights as defined by the merger agreement.

The WBD board of directors continues to unanimously recommend shareholders vote in favor of the Netflix merger and reject the current Paramount offer.

After Paramount’s latest amended offer, a senior representative from the company informed a WBD board member that, if the WBD board authorized discussions, Paramount would agree to pay $31 per share and that the offer was not Paramount’s “best and final” proposal. This price, along with several other matters that Paramount said it would address in its February 10 letter, are not reflected in the latest merger agreement it proposed. To provide clarity in this regard, WBD has sent Paramount a letter setting out the issues to be addressed and drafts of the full transaction agreement to confirm the terms of the offer.

WBD has set a special meeting date to vote on the merger with Netflix for March 20, 2026, at 8 a.m. ET.

“Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders,” said David Zaslav, president and CEO of Warner Bros. Discovery. “Every step of the way, we have provided Paramount with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with Paramount now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.”

Samuel A. Di Piazza, Jr., chair of the WBD board of directors, added, “As announced today, we continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction’s protections for shareholders against downside risk. With Netflix, we will create a brighter future for the entertainment industry—providing consumers with more choice, creating and protecting jobs and expanding U.S. production capacity while increasing investments to drive the long-term growth of our industry.”