Warner Bros Discovery, the entertainment giant behind the storied Hollywood movie studios, HBO, CNN and an array of other media businesses, is at the center of one of the most of extraordinary corporate takeover fights in recent memory.
After Netflix unveiled a $82.7bn deal on Friday to acquire WBD’s studio and HBO, David Ellison, CEO of Paramount Skydance and son of tech billionaire Larry, announced a rival $108.4bn hostile bid to take over the entire company.
Here’s what we know so far – and what could happen next.
What are the two proposals for Warner Bros Discovery?
Netflix’s offer would see the streaming giant take control of the Warner Bros studios, which includes popular movie franchises like Harry Potter and DC superheroes; HBO, home to hit series including Succession and The White Lotus; and its HBO Max streaming service. The deal would not include WBD’s cable channels, from CNN to Discovery, which would be spun off into a separate company next year.
Both WBD and Netflix reached agreement over this deal, which would see investors in WBD receive $23.25 in cash and $4.50 in Netflix stock for each share they have in WBD.
Paramount, by contrast, is bidding for all of WBD, from Hogwarts and HGTV to CNN and Cartoon Network. Its all-cash deal would see WBD investors receive $30 for each of their shares in WBD.
What is a hostile bid, and why is that Paramount’s strategy?
While Ellison has made several proposals to take over WBD during a closed-door bidding process, these were rejected by the company’s board. A hostile bid means Ellison is appealing directly to WBD’s shareholders to get the company to take his offer.
Ellison’s case for shareholders is clear: he’s offering more money per share than Netflix, is willing to take on the entire company, including its struggling linear television networks, and believes his company has a much higher chance of getting the deal approved by government regulators.
Why did the WBD board decline Paramount’s offers?
The politics behind these deals are complicated. Much of the discussion took place in private. But Paramount has been aggressive in pressuring WBD to accept its offers, and has made public some of what it views as bias.
In a letter Paramount sent to WBD CEO David Zaslav on 3 December, lawyers for the company cited a recent meeting between a WBD international executive and EU officials in Brussels, where they discussed “merger prospects”.
The letter said that concerns over Paramount’s acquisition of WBD leading to “excessive media contraction” were discussed, with the possibility that the EU Commission could intervene on a potential merger.
“The implications of such a meeting, if it occurred, are clear and evince a tacit to, if not active sabotage of, a Paramount offer,” Paramount wrote. In a response, WBD said its board “attends to its fiduciary obligations with the utmost care”.
How are Netflix and Paramount different?
Analysts have also pointed out that, while they are both powerful media companies, Paramount and Netflix are very different.
Netflix has aggressively pursued profit through success as a streaming platform, creating original shows like Stranger Things, Squid Game and Bridgerton. Unlike Paramount Skydance, which was borne out of the merger between Skydance Media and CBS owner Paramount, Netflix has not prioritized acquisitions.
Paramount is also a key player, unlike Netflix, in legacy television. Its streaming platform, Paramount+, has struggled to catch up with Netflix and keep up with other dominant services, like Disney+, HBO Max, Hulu and Apple TV.
What would either deal mean for the media and entertainment industries?
Both deals would mean major consolidation of streaming TV and movies, regardless of which company ends up owning WBD.
Should the Netflix deal go through, it would become the owner of HBO and all its original shows, like Industry and White Lotus, and bulk up its archive, gaining ownership of past HBO shows, including Game of Thrones, Succession and The Sopranos. It would also have control over Warner Bros franchises like Harry Potter and DC Comics, along with bulking up its studio operations.
Critics including Elizabeth Warren, the Democratic senator, have called the potential deal “an anti-monopoly nightmare”.
Meanwhile, Paramount Skydance would get a huge boost from the acquisition, should its hostile bid be successful. Franchises that Paramount currently oversees include the Mission: Impossible series and Top Gun. The company also owns TV shows like Spongebob, South Park and Yellowstone. But it has struggled to maintain its own presence in the streaming wars, and licensed out its shows to other platforms.
Skydance Media’s acquisition of Paramount was extremely controversial, coming after CBS announced the cancellation of the Late Show with Stephen Colbert and a $16m settlement with Donald Trump over a segment on 60 Minutes – what some saw as capitulation to the Trump administration.
If Paramount Skydance successfully acquires WBD, it would also take over CNN, creating an uncertain future for the third most popular cable news network, behind Fox News and MS NOW (formerly MSNBC).
How likely is either deal to get approval from regulators?
It’s unclear exactly how the Trump administration might respond to either deal, though the battle is certainly on the president’s radar. Officials in Trump’s White House have signaled their preference for Paramount to emerge victorious, dinging a bid from another media conglomerate – Comcast – because of its longterm ownership of the liberal MS NOW.
Before Paramount announced its hostile bid, Trump said that he’ll be “involved in the decision” on whether to approve Netflix’s acquisition of WBD.
Though Trump-controlled agencies allowed the Paramount merger to take place, it’s unclear whether the Ellisons will have any advantage over Netflix. Among the financiers for Paramount’s hostile bid offer is Affinity Partners, the investment founded by Jared Kushner, Trump’s son-in-law.
In a statement on Monday, Paramount said it was “highly confident” its proposed deal would receive “expeditious” clearance from regulators.
But on Monday, Trump suddenly blasted Ellison on social media for a 60 Minutes segment featuring an interview with Marjorie Taylor Greene. “My real problem with the show… was that the new ownership of 60 Minutes, Paramount, would allow a show like this to air,” Trump wrote. “THEY ARE NO BETTER THAN THE OLD OWNERSHIP, who just paid me millions of dollars for FAKE REPORTING about your favorite President, ME!”
What happens now?
Paramount’s offer for WBD expires at 5pm on 8 January, although that deadline could be pushed back. On Monday afternoon, WBD acknowledged Paramount’s offer and said it would “carefully review and consider” the approach, although the company’s board stressed that it was “not modifying its recommendation with respect to the agreement with Netflix”.
At some point in the next 10 days, WBD said that it will convey the board’s recommendation on Paramount to its shareholders.
Warren, who came out against WBD’s merger with Netflix, argued on Monday that Trump’s regulatory agencies need to properly evaluate the Paramount deal if accepted, especially considering the foreign funding it includes, from the likes of Saudi Arabia’s Public Investment Fund and the Qatar Investment Authority. “The Department of Justice and the Committee on Foreign Investment in the United States must review any Warner Bros deal based on the law and facts, not who sucked up the most to Donald Trump,” said Warren.
The future of some of the world’s most prominent media and entertainment businesses, from Warner Bros to CNN, hangs in the balance.
