Netflix Backs WBD Board, Urges Shareholders to Reject Paramount Skydance Bid

Netflix, Inc. has welcomed the Warner Bros. Discovery (WBD) Board of Directors’ recommendation urging stockholders to reject the “unsolicited” acquisition proposal from Paramount Skydance Corporation.In a statement and open letter published on NetflixWBDTogether.com, Netflix Co-CEOs Ted Sarandos and Greg Peters said the WBD Board after an extensive review with independent financial and legal advisers had determined that the proposed Netflix merger represents a more certain and superior outcome for WBD shareholders. The Board has reiterated its support for the previously announced Netflix–WBD merger and recommended that shareholders vote in favour of the deal at the upcoming stockholder meeting.

The WBD Board flagged concerns around the Paramount Skydance proposal, citing financing uncertainty, execution risk, and regulatory complexity. Netflix’s offer values WBD at $27.75 per share, comprising $23.25 in cash and $4.50 in Netflix stock, along with incremental value expected from the planned separation of Discovery Global, WBD’s linear networks business. Netflix said the transaction is fully financed, requires no additional debt, and offers a clear path to closing within 12 to 18 months, subject to regulatory approvals.

In contrast, the Board noted that the Paramount Skydance bid raises questions around funding structure, operational restrictions between signing and closing, and the potential derailment of the Discovery Global separation plan.In their letter, Sarandos and Peters emphasised that the proposed combination would remain pro-consumer and pro-competition, noting that a combined Netflix Warner Bros. entity would still trail major rivals such as YouTube and Disney in overall U.S. television viewership share. Netflix also reaffirmed its commitment to Warner Bros.’ theatrical film business, creative independence, and long-standing relationships with talent and partners.

The strategic rationale outlined in the letter highlights the complementary strengths of Warner Bros.’ studio operations, HBO’s premium content slate, and iconic global franchises including Game of Thrones, DC, Harry Potter, and Friends paired with Netflix’s global scale, technology platform, and subscriber base spanning more than 190 countries.Meanwhile, Paramount Skydance continues to position its all-cash offer as delivering higher headline value and broader asset coverage, including WBD’s cable networks. The competing bids have intensified debate among investors, analysts, and regulators over valuation, consolidation risks, and the future shape of the global media industry.With rival offers now firmly in play, the spotlight has shifted to WBD stockholders and regulators whose decisions are set to shape one of the most consequential media mergers in recent history.