FILE - A Netflix sign is displayed atop a building in Los Angeles, on Dec. 18, 2025, with the Hollywood sign in the distance. (AP Photo/Jae C. Hong, File)
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In a strategic move to strengthen its position in the entertainment industry, Netflix has proposed an all-cash acquisition of Warner Bros. Discovery’s studio and streaming divisions. This offer aims to secure shareholder support for the $72 billion merger and to potentially fend off a competing bid from Skydance-owned Paramount.

Last December, Netflix reached a preliminary agreement with Warner, comprising both cash and stock, valuing Warner at $27.75 per share. This initial deal placed Warner’s total enterprise value, including debt, at $82.7 billion. However, on Tuesday, the companies revealed plans to modify the agreement. These changes are intended to streamline the transaction, ensure a more definitive value for Warner shareholders, and expedite the process towards a shareholder vote, which could occur as early as April.

The newly structured deal continues to value Warner shares at $27.75 each. Additionally, Warner shareholders will benefit from receiving shares in Discovery Global, which is set to become an independent public entity following its planned separation from Warner Bros.

Warner’s leadership has consistently expressed support for a merger with Netflix, and the boards of both companies have approved the updated all-cash proposal. Warner CEO David Zaslav commented on the revised agreement, stating that it “brings us even closer to combining two of the greatest storytelling companies in the world.”

Meanwhile, Paramount has not issued any statements regarding the situation, according to The Associated Press. Unlike Netflix’s targeted acquisition, Paramount has made a direct approach to Warner’s shareholders with an all-cash offer of $77.9 billion, intending to acquire the entire company, including its networks like CNN and Discovery.

Warner stockholders have until 5 p.m. ET Wednesday to tender their shares in support of Paramount’s bid, which has an enterprise value of $108 billion including debt. But that deadline could be pushed back further. While Paramount declined to share further details on Tuesday, the Wall Street Journal reported last week that the company was planning on another extension.

Beyond its tender offer, Paramount has promised a proxy fight. Last week, the company said it would nominate its own slate of directors before the Warner’s next shareholder meeting, the date of which has still not been set.

Paramount also filed a suit in Delaware Chancery Court seeking to compel Warner Bros. to disclose to shareholders how it values its bid and the competing offer from Netflix. But a judge on Thursday denied Paramount’s request to expedite that proceeding.

In a statement at the time, Warner applauded the court’s decision and called Paramount’s lawsuit “yet another unserious attempt to distract.” Paramount, meanwhile, maintained that the ruling wasn’t about the merits of its allegations and said Warner shareholders “should ask why their Board is working so hard to hide this information.”

Regardless of who eventually wins the upper hand, a Warner Bros. Discovery sale could be a long, drawn-out process that is almost certain to attract tremendous antitrust scrutiny. On Tuesday, Netflix and Warner maintained that they expect to close on a merger 12 to 18 months from December’s agreement.

Still, Paramount’s hostile bid could complicate that timeline. Politics are also expected to come into play under President Donald Trump, who has made unprecedented suggestions about his personal involvement on whether a deal will go through.

Trade groups across the media and entertainment industry have sounded the alarm over both bids, warning that further consolidation in the industry could result in job losses and less diversity in content — with particularly negative consequences for filmmaking.

The companies have spoken on those concerns. On Tuesday, Netflix co-CEO Ted Sarandos said combining with Warner “will deliver broader choice and greater value to audiences worldwide” both at home and in theaters — while “driving job creation and long-term industry growth.”

Netflix’s stock inched up just under 1% Tuesday morning, while shares of Warner Bros. Discovery and Paramount-Skydance fell slightly.

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