Warner Bros. Discovery Rejects Paramount Bid as Lawsuit Escalates Battle Over Netflix Deal

Paramount’s Delaware suit and proxy threat collide with WBD’s claim that the Netflix transaction remains the superior path for shareholders

Warner Bros. Discovery pushed back sharply against Paramount's latest legal and governance maneuvering, arguing that Paramount's proposed acquisition still falls short of the company's agreed-upon deal with Netflix and does nothing to improve terms for shareholders.

In a statement issued after Paramount filed suit in Delaware Chancery Court, WBD accused Paramount and its Skydance backers of failing to increase their offer despite weeks of publicity. The company said that rather than addressing what it views as material flaws in the proposal, Paramount is attempting to shift focus through litigation and public criticism of WBD's board. According to WBD, the board has unanimously determined that Paramount's bid is not superior to the Netflix transaction already in place.

Paramount's lawsuit seeks access to internal deal-related information, including how WBD valued its Global Networks business, how it assessed the Netflix agreement overall, and how it applied risk adjustments to Paramount's $30-per-share all-cash offer. Paramount argues that these disclosures are necessary for shareholders to decide whether to tender their shares, as its offer-now extended-expires on January 21.

At the same time, Paramount is laying the groundwork for a proxy fight. The company has said it intends to nominate its own slate of directors at WBD's 2026 annual meeting, aiming to force engagement on Paramount's offer and potentially derail the Netflix deal. It also plans to propose changes to WBD's bylaws that would require shareholder approval for any separation of the Global Networks business, and has warned it would campaign against approval of the Netflix agreement if a special meeting is called.

The competing transactions would take WBD in very different directions. Paramount is seeking to acquire the entire company, while Netflix has agreed to pay $27.75 per share in cash and stock for WBD's studio and streaming assets. Under the Netflix plan, WBD's linear television operations-Discovery Global-would be spun off into a separate public company before the deal closes. Both transactions would require regulatory approval and are expected to take 12 to 18 months to complete.

WBD has repeatedly urged shareholders not to tender their shares to Paramount, citing concerns about complexity, financing constraints, and transparency. The company has said that a pending Paramount deal could limit its financial flexibility and force it to pause work on the Discovery Global spinoff, potentially leaving WBD worse off if the transaction ultimately collapses. Paramount disputes those claims and says it has addressed every issue raised by WBD, including securing a personal equity backstop from Larry Ellison to strengthen its financing.

The regulatory and political backdrop adds another layer of uncertainty. President Donald Trump has suggested he will be involved in the approval process, noting personal ties to Ellison while also publicly praising Netflix co-CEO Ted Sarandos-signals that have underscored how unpredictable the outcome could be for either deal.