The decision came in the early hours of December 17, 2025, but it had been expected for days: the Warner Bros. Discovery board officially rejected Paramount Skydance’s hostile bid, valued at $108 billion ($30 per share), describing it as “inferior” and burdened with “significant risks and costs” for shareholders.
The move does not end the dispute — but it shifts its center of gravity.
By making the rejection public, Warner not only advises shareholders not to tender their shares to Paramount’s offer, but it also consolidates its position that the already-signed deal with Netflix delivers greater certainty, predictability, and lower execution risk. The message is unmistakable: more money on paper does not outweigh a structurally fragile transaction.
The board’s reasoning was not ideological, but structural. Warner laid out a detailed list of concerns regarding the financial architecture of David Ellison’s proposal. Among them: heavy reliance on external financing, dependence on Middle Eastern sovereign wealth funds, lack of transparency around the backstop provided by Larry Ellison’s revocable trust — whose assets can be altered at any time — and a history of six prior proposals that, according to the company, failed to address these vulnerabilities.

There is also a political and legal dimension. Warner made explicit its discomfort with the litigious posture adopted by Paramount’s legal team, citing a letter sent earlier in December that was internally viewed as counterproductive and poorly judged. Rather than signaling negotiation, the board read it as a prelude to prolonged conflict.
Another crucial point: Warner stated that it does not see a material regulatory difference between a merger with Netflix and a potential acquisition by Paramount. In other words, the argument that the rival bid would face fewer antitrust hurdles failed to persuade. From the board’s perspective, regulatory risk exists in both scenarios — but only one offers financial and strategic clarity.
With that, the board resets the board.
The formal rejection now forces Paramount to raise its bid if it wants to stay in the game. David Ellison has already made clear — including in a direct message to CEO David Zaslav — that his proposal was not “final.” In Wall Street circles, the prevailing view is that a higher bid is likely. If that happens, the deal enters a new phase: a renewed bidding war, in which Netflix would have the right to match or exceed the offer.
For investors, the dilemma is a familiar one: immediate cash versus long-term certainty. Paramount’s all-cash proposal is appealing to some segments of the market. But Warner makes clear it is unwilling to trade stability for a more aggressive promise — particularly at a moment when the industry is already experiencing consolidation fatigue.
For now, one fact is unavoidable: Warner remains committed to the Netflix agreement, and the regulatory review process is already underway. But the story is far from over. If Ellison returns with a higher number, Netflix will have to decide whether it is willing to engage in a prolonged fight — or whether it will step back, content to remain the undisputed king of streaming.
This is not just a battle for assets. It is a contest over who sets the rules for Hollywood’s next phase — and how much that next phase is willing to pay to be born.
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