Netflix has emerged victorious with what appears to be the highest and so far the winning bid for Warner Bros. Discovery, Deadline has learned, and will start exclusive talks to finalize a deal. This caps a tumultuous day that saw Paramount move aggressively to counter the giant streamer and seal a deal of its own for WBD.

Netflix offered around $28 a share for WBD, according to sources, mostly in cash.

It’s been a fast moving process and one that will reshape the entertainment landscape dramatically. WBD put itself on the block in October to open up the process after receiving three consecutive offers from Paramount. Warner had hoped to get a deal in place by mid-to-late December.

Netflix would acquire the Warner Bros. Studios and HBO Max streaming assets. Paramount’s offer was for all of WBD. Bloomberg is reporting that Netflix offered a $5 billion breakup fee if the deal fails to close. Comcast also bid for studio and streaming businesses.

Paramount has argued that it was the only one of the three offers with a clear path to closing, insisting in a letter to WBD that the rival offers from Netflix and Comcast both “present serious issues that no regulator will be able to ignore.” It believes Netflix, being the dominant streamer in the U.S. and globally, would face major antitrust hurdles adding HBO Max to the fold.

David Ellison’s company also called the sale process unfair and tilted towards Netflix. WBD countered that its board “attends to its fiduciary obligations with the utmost care, and that they have fully and robustly complied with them and will continue to do so.”

In a veiled attack on WBD CEO David Zaslav, Paramount claimed the “sales process has been tainted by management conflicts, including certain members of management’s potential personal interests in post-transaction roles and compensation as a result of the economic incentives embedded in recent amendments to employment arrangements.” Paramount had offered Zaslav a role if the companies were to merge. Zaslav’s compensation agreement was recently restructured to take into account a sale of WBD versus the formal separation of its businesses into two public companies that was originally planned. Zaslav would have become CEO of a slimmed down Warner Bros. with WBD’s current CFO Gunnar Wiedenfels running a standalone linear television company called Discovery Global.

It seems fair to say that a good deal of ill will has built up between the two camps.

Warner Bros. Discovery shares are up nearly 6% at $26 in very late aftermarket trading, a 52-week high. That’s nearly four times its low for the year of $7.50. The shares have been sluggish since Discovery acquired WarnerMedia in April of 2022, perking up dramatically this fall when it emerged as a takeover target.

All three buyers, therefore, were offering a significant premium to pre-merger chatter stock price — “willing to pay for the elimination of a competitor, the acquisition of franchise control, and the synergy potential of integrating one of the most valuable content and IP libraries in the world into their platforms,” wrote BoFA analyst Jessica Reif Erlich in a recent note. She called Warner Bros. Studio, with IP ranging from Harry Potter to DC Comics to Game of Thrones, a “crown jewel.”

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