{"id":288356,"date":"2026-02-17T14:10:07","date_gmt":"2026-02-17T14:10:07","guid":{"rendered":"https:\/\/www.newsbeep.com\/nz\/288356\/"},"modified":"2026-02-17T14:10:07","modified_gmt":"2026-02-17T14:10:07","slug":"warner-bros-discovery-sets-netflix-deal-vote-will-talk-to-paramount","status":"publish","type":"post","link":"https:\/\/www.newsbeep.com\/nz\/288356\/","title":{"rendered":"Warner Bros. Discovery Sets Netflix Deal Vote, Will Talk to Paramount"},"content":{"rendered":"

\n\tIn a major update to its ongoing sale process, Warner Bros. Discovery<\/a> has set a March 20 vote for its blockbuster deal with Netflix<\/a> \u2026 but the company says that it will reengage with David Ellison\u2019s Paramount<\/a> Skydance to see if it can resolve the outstanding issues it had with PSKY\u2019s bid, and to secure a \u201cbest and final\u201d offer from the company.<\/p>\n

\n\tWBD said that Netflix had granted it a seven-day waiver to talk with Paramount to try and resolve the issues, and get a final offer. WBD said that after PSKY\u2019s last offer, a representative for Ellison\u2019s company told a WBD board member that it was willing to pay $31 per share for WBD, and that it would still not be its \u201cbest and final\u201d offer.<\/p>\n

\n\tIt is not clear yet whether Paramount will take WBD up on its offer to reengage, or if it will instead pursue a proxy fight to convince shareholders to vote down the Netflix deal. The March 20 date means that it will be a spring to the finish if this turns into a proxy fight.<\/p>\n

\n\tNetflix, it should be noted, has the right to match any offer from PSKY under its merger deal with WBD.<\/p>\n

\n\t\u201cThroughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders,\u201d said David Zaslav, CEO of Warner Bros. Discovery. \u201cEvery step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with PSKY 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.\u201d\u00a0<\/p>\n

\n\tThe news comes after reports over the weekend that members of the board of WBD were discussing whether to re-engage with Paramount, which has also been pushing its\u00a0hostile takeover\u00a0bid<\/a> directly with shareholders in its effort to\u00a0derail the previously agreed $82.7 billion <\/a>Netflix deal. That deal was first unveiled in December and amended into an all-cash bid in late January.<\/p>\n

\n\tOn Feb. 10, Paramount had added<\/a> sweeteners to its own bid for all of WBD, including with a promise to cover the $2.8 billion fee owed to Netflix if WBD pulled out of its deal with the streamer and to backstop a refinancing that would cut costs by $1.5 billion. Paramount also added a so-called \u201cticking fee\u201d of $650 million in cash per quarter if the deal is not completed by the end of 2026. Said Ellison: \u201cWe are making meaningful enhancements \u2013 backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.\u201d<\/p>\n

\n\tWarner Bros. said in response that it would review the amended offer, but didn\u2019t immediately modify its recommendation for shareholders to approve the Netflix deal. Some smaller shareholders have been pressuring WBD to engage with Paramount.<\/p>\n

\n\tOn Tuesday, WBD\u2019s board said that its board still \u201cunanimously recommended\u201d the Netflix deal.<\/p>\n

\n\tThe maneuver Tuesday does open the door for Paramount, though it suggests that Netflix still has the upper hand in the fight for the company, especially when considering its ability to match.<\/p>\n

\n\tIn a letter sent to PSKY\u2019s board Tuesday, WBD outlined the key unresolved issues, which include concerns around debt refinancing, and Paramount assuming the same terms that Netflix agreed to with regard to \u201cmaterial adverse effects\u201d as \u201cinterim operating covenants\u201d as well as providing \u201cabsolute clarity\u201d on its equity funding, with WBD getting notice on any equity syndication.<\/p>\n

\n\tWBD is expected to send PSKY an executable term sheet for markup, hoping to eliminate ambiguity about the ability to follow through on the deal.<\/p>\n

\n\tParamount believes that the Netflix deal faces serious antitrust hurdles in both the U.S. and Europe, and that it would offer a clearer path to passage.<\/p>\n

\n\tParamount recently hired Rene Augustine<\/a>, a former lawyer for U.S. President Donald Trump, as senior vp of global public policy. She came to take over global public policy for the firm after serving as deputy assistant attorney general in the antitrust division of the U.S. Department of Justice from 2019 to 2021. She has also served on committees at the Kennedy Center, including as a Trump appointee to the President\u2019s Advisory Committee on the Arts and then as co-chair of the National Committee for the Performing Arts.\u00a0Previously, she held senior roles at the White House, including as Special Assistant to Trump during his first presidential term and senior associate counsel in the White House Counsel\u2019s Office. <\/p>\n

\n\t \u201cAs 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\u2019s protections for shareholders against downside risk,\u201d added Samuel A. Di Piazza, Jr., chair of the Warner Bros. Discovery board of directors. \u201cWith Netflix, we will create a brighter future for the entertainment industry \u2013 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.\u201d<\/p>\n

\n\tIn a statement of its own Tuesday, Netflix said that it \u201cis confident that our transaction, a largely vertical merger of complementary assets, has a clear path to timely regulatory approval.\u201d<\/p>\n

\n\t\u201cNetflix and WBD are driving the regulatory process forward \u2014 collaboratively and constructively and focused on a clear path to closing,\u201d it continued. \u201cBy contrast, PSKY has repeatedly mischaracterized the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world. WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval \u2013 it does not.\u201d<\/p>\n

\n\tAll of that being said, the big transaction has also been a drag on Netflix\u2019s stock, with Guggenheim Securities analyst Michael Morris recently noting: \u201cWe expect the path to conclusion on the WBD bid will remain a primary sentiment driver and likely share appreciation limiter over the next three months.\u201d \u00a0And Robert Fishman, analyst at MoffettNathanson, recently wrote: \u201cNetflix\u2019s stock price should have a harder time rebounding as long as the ongoing WBD potential bidding war continues.\u201d<\/p>\n","protected":false},"excerpt":{"rendered":"In a major update to its ongoing sale process, Warner Bros. Discovery has set a March 20 vote…\n","protected":false},"author":2,"featured_media":288357,"comment_status":"","ping_status":"","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[29],"tags":[156,1094,111,139,69,421,437,3204],"class_list":{"0":"post-288356","1":"post","2":"type-post","3":"status-publish","4":"format-standard","5":"has-post-thumbnail","7":"category-tv","8":"tag-entertainment","9":"tag-netflix","10":"tag-new-zealand","11":"tag-newzealand","12":"tag-nz","13":"tag-paramount","14":"tag-tv","15":"tag-warner-bros-discovery"},"_links":{"self":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/posts\/288356","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/comments?post=288356"}],"version-history":[{"count":0,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/posts\/288356\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/media\/288357"}],"wp:attachment":[{"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/media?parent=288356"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/categories?post=288356"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/www.newsbeep.com\/nz\/wp-json\/wp\/v2\/tags?post=288356"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}