Warner Bros. Discovery said Tuesday that a revised takeover proposal from Paramount Global valuing the company at $31 per share could reasonably be expected to result in a “superior proposal” to its current $83 billion merger agreement with Netflix, according to reporting by The New York Times.
The acknowledgment marks the latest development in a months-long bidding contest over the future of Warner Bros. Discovery, one of the country’s largest entertainment conglomerates. In December, the company’s board agreed to sell a substantial portion of its business to Netflix, turning aside an earlier $108 billion offer from Paramount that sought to acquire the entire company.
Paramount later launched a hostile bid directly to shareholders and has since raised its offer. Under the updated terms, Paramount would provide a 25-cent-per-share quarterly ticking fee if the transaction does not close by Sept. 30. It has also pledged to pay a $7 billion termination fee if regulators block the deal and to cover the $2.8 billion breakup fee Warner Bros. Discovery would owe Netflix if it exits their agreement.
In addition, Paramount has agreed to contribute additional equity if required by lenders and removed a prior condition that would have allowed it to withdraw if Warner Bros. Discovery’s cable business underperformed.
Despite those concessions, Warner Bros. Discovery emphasized that no final determination has been made. The company stated that the Netflix merger agreement remains in effect and that its board continues to recommend the Netflix transaction. Shareholders are scheduled to vote on that deal on March 20.
If the board ultimately concludes that Paramount’s proposal is superior, Netflix would have four days under the existing agreement to submit a counteroffer. Paramount, for its part, welcomed the board’s willingness to engage and said it looks forward to further discussions.
The competing bids have intensified scrutiny from regulators in the United States and abroad. The Justice Department has reportedly asked competitors whether the Netflix transaction could create a monopoly, while Paramount has said it has already achieved a key milestone in its own antitrust review process.
President Donald Trump has recently commented on major media transactions and met with executives from both companies. Over the weekend, he publicly urged Netflix to remove Susan Rice from its board, drawing attention to broader concerns about corporate governance and regulatory oversight.
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