Warner Bros. Discovery Faces a Takeover Showdown as Paramount Tightens Cash Bid and Activist Investor Pushes for Negotiations

The battle to take over Warner Bros. Discovery is intensifying. Paramount Skydance has sharpened its all-cash offer, while an activist investor is pressing the board to engage seriously with Paramount rather than pursue the Netflix transaction. The next move hinges on which proposal delivers stronger certainty and greater value for shareholders.

Paramount Makes Terms More Binding

Paramount Skydance has not boosted the price, but it has improved the deal?s terms. The all-cash bid remains at $30.00 per share for the entire company. A new feature, however, adds a delay-contingent cash component: a ?Ticking Fee.?

Specifically, Paramount proposes that starting December 31, 2026, for every quarter in which the deal has not closed, the acquirer would pay an additional $0.25 per share. In their presentation, this mechanism translates to roughly $650 million in extra cash value per quarter. The intention is to compensate shareholders for regulatory delays or other holdups that might slow closing.

Another sensitive item for the board is addressed as well: Paramount commits to assuming the $2.8 billion breakup fee that would be due if the Netflix deal were terminated.

Activist Ancora Heightens Pressure

Shortly after the revised offer surfaced, Ancora Holdings Group launched a public campaign. Ancora says it holds Warner Bros. Discovery stock worth about $200 million and has warned it could vote against the Netflix transaction, urging the company?s leadership to bargain with Paramount.

Ancora?s case rests on two main points: the Paramount proposal is an all-cash deal for the entire business that, in their view, offers greater value and potentially a clearer regulatory path than the Netflix alternative.

The Warner Bros. Discovery board acknowledged receipt of the updated Paramount bid and said it would review the terms, though it reaffirmed its existing stance in favor of the Netflix agreement for the time being.

Netflix Deal vs. Paramount: The Core Numbers and Schedule

Under the Netflix scenario, the plan would buy Studios and Streaming Assets, with an Enterprise Value of roughly $82.7 billion, which translates to about $27.75 per share.

Key details at a glance:

• Paramount offer: $30.00 per share in cash for the entire company
• Ticking Fee: +$0.25 per share per quarter if the deal remains open after December 31, 2026
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