Paramount files proxy materials urging WBD shareholders to vote against Netflix deal

Paramount Skydance Corporation has filed preliminary proxy materials with the US Securities and Exchange Commission, urging Warner Bros. Discovery (WBD) shareholders to vote against the company’s amended transaction with Netflix Inc.

The filing comes as Paramount extended its $30-per-share all-cash tender offer for WBD shares until February 20, 2026, valuing the transaction at an enterprise value of approximately $108.4 billion. Paramount said its offer delivers greater value and certainty than the proposed Netflix deal, which it estimates values WBD at about $82.7 billion.

Under the Netflix transaction, Paramount said WBD shareholders would receive $27.75 per share in cash, with the final payout dependent on the amount of debt assigned to Discovery Global following a planned separation. Paramount argued that higher leverage at Discovery Global could significantly reduce the cash ultimately received by WBD shareholders.

Paramount also criticised WBD for seeking shareholder approval for the Netflix transaction without fully disclosing Discovery Global’s financials and capital structure, which it said are essential to evaluating the deal’s true value. It added that WBD’s own advisers have, in some scenarios, valued Discovery Global’s equity at less than $1 per share.

Additionally, Paramount flagged potential regulatory risks tied to a Netflix–WBD combination, warning that it could further entrench Netflix’s dominance in global streaming markets, particularly in Europe. In contrast, Paramount said a merger between Paramount and WBD would be more pro-competitive and supportive of theatrical exhibition and content creation.

As of January 21, 2026, more than 168 million WBD shares had been tendered into Paramount’s offer, the company said. Paramount reiterated its call for WBD shareholders to vote against the Netflix transaction and tender their shares in support of its bid.