Netflix revises its $72 B offer for Warner Bros. Discovery to all-cash, keeping the $27.75 per Warner Bros. share price while removing the stock component. The change is intended to streamline the deal, give shareholders clearer value and accelerate the vote process. Both companies’ boards have approved the new structure, while a rival bid from Paramount Skydance continues to loom.
At a Glance
- Netflix keeps the $27.75 per Warner Bros. share price in a pure cash deal.
- Warner Bros. stockholders will receive extra Discovery Global shares after the planned split.
- The all-cash offer is still valued at $82.7 B enterprise value, matching the original cash-and-stock proposal.
- Why it matters: A simpler structure may speed approval and reduce uncertainty for shareholders amid competing offers.
Revised Deal Details
Netflix’s revised offer removes the stock portion that was part of the original proposal, which valued each Warner Bros. share at $27.75 and set the enterprise value at $82.7 B. The cash component remains unchanged. The all-cash deal also eliminates the need to combine ownership of the two companies’ stock.
Both Netflix and Warner Bros. say the new structure provides more certainty for Warner Bros. Discovery shareholders and speeds the path to a vote. The all-cash deal also eliminates the need to combine ownership of the two companies’ stock. Under the agreement, Warner Bros. Discovery shareholders will still receive the same per-share cash, but they will also receive additional Discovery Global shares following the planned separation.
“Ted Sarandos, co-CEO of Netflix, said the acquisition will broaden choice and value for audiences worldwide and expand U.S. production capacity,” Sarandos added. The acquisition will also significantly expand U.S. production capacity and investment in original programming, driving job creation and long-term industry growth.
Board Approvals and Market Reaction
Both companies’ boards approved the amended all-cash deal in a joint statement on Tuesday. Netflix shares rose 1.3 % before the market opened, while Warner Bros. Discovery shares dipped slightly. The market reaction reflects investor optimism about the streamlined deal and the potential synergies between the two streaming giants.
Competing Bids and Legal Actions
Netflix’s move comes amid a rivalry with Paramount Skydance, which is pursuing a hostile takeover of Warner Bros. Discovery. Paramount announced a new slate of directors and filed a lawsuit in Delaware Chancery Court seeking disclosure of Warner’s valuation of both its own and Netflix’s offers. Warner’s leadership has rebuffed Paramount’s overtures and urged shareholders to back the Netflix deal.
Paramount’s $77.9 B offer includes a $40.4 B equity financing guarantee from Oracle founder Larry Ellison and a $5.8 B breakup fee for shareholders if regulators block the deal. SAG-AFTRA and the Writers’ Guild of America released statements opposing the Paramount proposal. Karma Dickerson reports for NBC4 News at 5 p.m. on Dec. 5, 2025 about these developments.
Future Timeline and Regulatory Hurdles
Warner Bros. plans to split Warner Bros. and Discovery Global into separate publicly traded companies within 6-9 months. The split is expected to be completed before the closing of the proposed Netflix deal, which is projected to close 12-18 months from the original merger agreement date.
| Stage | Timeline |
|---|---|
| Separation of Warner Bros. and Discovery Global | 6-9 months |
| Closing of Netflix deal | 12-18 months from original merger agreement |
Both a merger with Netflix and a takeover by Paramount would likely trigger intense antitrust scrutiny from the U.S. Justice Department and foreign regulators. The Justice Department could sue to block the transaction or request changes, while overseas regulators may also challenge the merger. Political considerations are also in play, with President Donald Trump reportedly expressing personal interest in the outcome of the deal.
Industry Reactions
The acquisition would allow Netflix to focus on its studio and streaming assets, while Warner’s news and cable operations would spin off into their own company. If Paramount succeeds, the entire company-including CNN and Discovery-would be acquired, altering the competitive landscape. The two offers differ markedly: Netflix seeks only the studio and streaming businesses, whereas Paramount wants the full company.
Warner’s letter to shareholders highlighted concerns about a leveraged buyout, debt load, and operating restrictions that could hamper performance.
Key Takeaways
Netflix’s all-cash offer maintains the same per-share price but removes the stock component, simplifying the transaction. Both boards have approved the deal, and the market has reacted positively to the streamlined structure. A rival bid from Paramount Skydance remains active, with legal actions and a substantial equity guarantee backing its proposal. The planned separation of Warner Bros. and Discovery Global will precede the closing of the deal, which is expected to take 12-18 months. Antitrust scrutiny from U.S. and foreign regulators, as well as political attention, will shape the final outcome.
