Netflix has upgraded its $82.7bn (£61.5bn) bid for the studios and streaming operations of Warner Bros Discovery by switching to an all-cash offer, a move designed to accelerate shareholder approval and head off a hostile takeover attempt from Paramount Skydance.
The revised proposal maintains the same valuation as Netflix’s earlier cash-and-shares deal — $27.75 per WBD share — but removes equity complexity, giving investors greater certainty and speeding the path to a vote. Netflix said the change could allow WBD shareholders to vote as early as April.
“Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty,” said Ted Sarandos, adding that the WBD board continues to unanimously recommend the deal.
As part of the transaction, WBD shareholders would also receive shares in a newly spun-off global networks business — including CNN, Cartoon Network and Discovery Channel — which Netflix is not acquiring.
The move raises pressure on Paramount, which is pursuing a larger $108.4bn all-cash takeover of WBD and has taken its bid hostile. Paramount has attempted to derail the Netflix agreement by seeking to nominate rival directors to WBD’s board and filing a lawsuit demanding disclosure of deal documents. A Delaware judge rejected that lawsuit this week.
Paramount now faces a proxy fight if it wants to overturn the Netflix-backed board decision, while also proposing bylaw changes that would require shareholder approval for WBD’s planned networks spin-off.
Under the Netflix agreement, WBD would owe a $2.8bn breakup fee if it abandoned the deal. Although Paramount matched that fee in its revised offer, WBD has warned that switching bids would trigger roughly $4.7bn in additional costs, including higher debt interest and failed financing penalties.
Netflix’s offer would give it control of WBD’s most valuable assets, including Warner Bros studios — home to franchises such as Harry Potter, Batman and Superman — and HBO, producer of Game of Thrones, Succession and The White Lotus.
The bid comes shortly after Netflix reported it had surpassed 325 million global subscribers, though its latest revenue forecast slightly missed Wall Street expectations, sending its shares lower in after-hours trading.
