Offer comes days after entertainment company reached $72 billion deal with Netflix

Paramount, led by David Ellison, launched a $77.9 billion hostile takeover offer for Warner Bros. Discovery on Monday, taking its case directly to Warner shareholders just days after the company agreed to a deal with Netflix.

Paramount is arguing that its all-cash offer of $30 per share for all of Warner—owner of networks including CNN, TBS, and TNT, as well as the HBO Max streaming service—is a better deal for shareholders and more likely to pass regulatory approval. Paramount's proposal equates to an enterprise value of $108.4 billion, including assumption of debt.

"Our proposal is superior to Netflix in every dimension," Ellison said on a call Monday morning with analysts and investors.

Comparison with Netflix Deal

Netflix agreed last Friday to pay $72 billion, or $27.75 per share, for Warner's studio and HBO Max streaming business in a cash-and-stock deal after the entertainment company splits itself in two. Paramount criticized Netflix's proposal as "a volatile and complex structure," noting that the mixed consideration of $23.25 in cash and $4.50 in stock exposes shareholders to Netflix stock price fluctuations.

Paramount said its deal would close within 12 months, compared with Netflix's projected 12-18 months. Paramount is offering a $5 billion breakup fee if its deal is accepted but fails to complete due to regulatory issues.

Financing Structure

Paramount's offer is backed by $40.7 billion in capital from Oracle co-founder Larry Ellison and RedBird Capital Partners, along with $54 billion in debt commitments from Bank of America, Citi, and Apollo Global Management.

Notably, the company secured $24 billion from sovereign wealth funds of Saudi Arabia, Abu Dhabi, and Qatar, as well as Affinity Partners, the investment firm of Jared Kushner, President Trump's son-in-law. All parties have agreed to forgo governance rights, including board representation, meaning the deal will not be subject to review by the Committee on Foreign Investment in the United States (CFIUS). Meanwhile, Chinese internet company Tencent, which had previously committed $1 billion, is no longer a financing partner.

History of Bids

Ellison has been pursuing Warner since September, submitting offers of $19 per share on September 14, $22 on September 30, $23.50 (80% cash, 20% stock) on October 19, $26.50 on December 1, and $30 on December 4. The Warner board rejected all offers. Paramount said Warner did not respond at all to the December 4 offer.

Trump Signals Involvement

President Trump told reporters Sunday that Netflix's Warner deal "could be a problem" due to the streaming giant's growing market share. "I'll be involved in that decision," he added.

Paramount argued that Netflix's acquisition of Warner would be "an anticompetitive combination" that would "entrench its monopoly with a 43% share of global Subscription Video on Demand (SVOD) subscribers." In contrast, Paramount+ and HBO Max combined would have approximately 200 million global subscribers, "on par with Disney," Ellison said.

Theatrical Distribution and Hollywood Ecosystem

Paramount pledged to release more than 30 films theatrically per year if it wins Warner—a clear swipe at Netflix, which has historically been reluctant toward theatrical distribution. Netflix co-CEO Ted Sarandos dubbed the moviegoing experience "outdated" earlier this year.

"Our focus is on expanding creative output, not dominating the sector, as Netflix envisions," Ellison said. "Our goal is to make Hollywood stronger in a way that benefits the entire ecosystem."

Warner shareholders have until 5 p.m. ET on January 8, 2026 to decide whether to tender their shares. Warner is required by law to inform shareholders within 10 business days whether it will accept or reject Paramount's offer.

All-cash $30-per-share bid challenges Netflix's $72 billion agreement with Warner

The move marks the most aggressive Wall Street takeover battle in roughly 25 years, according to veteran dealmakers.

"We haven't seen anything quite like this in maybe 25 years on Wall Street, not since Pfizer tried to jump a deal that Warner Lambert had struck with American Home Products," said Bill Cohan, founding partner of Puck and veteran business writer, in a CNN interview.

Paramount is arguing that its all-cash offer of $30 per share for all of Warner—owner of networks including CNN, TBS, and TNT, as well as the HBO Max streaming service—is a better deal for shareholders and more likely to pass regulatory approval. Paramount's proposal equates to an enterprise value of $108.4 billion, including assumption of debt.

"We're sitting on Wall Street where cash is still king," Ellison said on CNBC Monday morning. "We are offering shareholders $17.6 billion more cash than the deal they currently have signed up with Netflix, and we believe when they see what is currently in our offer, that that's what they'll vote for."

Warner Bros. Discovery stock has seen a dramatic turnaround over the past year. "This time last year, the stock was hovering around $10 a share. It had been beaten down by shareholders for a couple of years. But now WBD is up near $30 a share," noted CNN chief media analyst Brian Stelter.