Paramount Goes Hostile In $108 Billion Battle With Netflix For Warner Bros. Discovery

With input from CNN, CNBC, Axios, Reuters, AP, and Bloomberg.

Paramount is crashing the party in Hollywood’s biggest deal of the decade, launching a hostile takeover bid for Warner Bros. Discovery (WBD) and going straight to shareholders with an all-cash offer it insists is richer, cleaner and better than Netflix’s.

On Monday, Paramount Skydance, led by CEO David Ellison, unveiled a $30-per-share all-cash bid for all of WBD — a deal that values the company at about $108.4 billion. That’s the same offer WBD’s board rejected last week in favor of Netflix’s $72 billion cash-and-stock deal for Warner Bros. studio and HBO/HBO Max, which leaves cable networks like CNN and TNT Sports behind.

Ellison’s message now is simple: let the shareholders decide.

“We’re sitting on Wall Street, where cash is still king,” he told CNBC. “We are offering shareholders $17.6 billion more cash than the deal they currently have signed up with Netflix.”

WBD shares jumped as investors started betting on a bidding war. On Monday, WBD stock climbed around 5–7%, Paramount rose, and Netflix fell more than 3–4%.

Here’s how the competing offers break down:

• Paramount’s offer:

  • $30 per share, all cash;

  • Buys all of Warner Bros. Discovery — studio, HBO, streaming, plus cable networks like CNN and Discovery;

  • Total value: ~$108.4 billion.

• Netflix’s offer:

  • $27.75 per WBD share for the studio and streaming assets (about $72 billion total);

  • Mix of $23.25 in cash + $4.50 in stock per share;

  • Does not include cable channels like CNN, which would be spun off into a separate company.

Netflix argues that once those cable assets are spun out as “Discovery Global,” they’ll be worth several dollars per share on their own, making its overall deal more valuable over time. WBD’s board clearly agreed — at least initially — calling Netflix’s package the better fit.

Paramount strongly disagrees.

“WBD shareholders deserve an opportunity to consider our superior all-cash offer for their shares in the entire company,” Ellison said in a statement, accusing the board of pursuing “an inferior proposal.”

If WBD ditches Netflix’s deal and takes Paramount’s, it would owe Netflix a $2.8 billion breakup fee. Netflix, meanwhile, would get $5.8 billion if regulators shoot down its transaction.

Ellison is also trying to win the argument in Washington.

He says a Netflix–WBD tie-up — combining the No. 1 global streamer with HBO Max, roughly No. 3 — is “anti-competitive” and bad for movie theaters and creators.

“Allowing the No. 1 streaming service to combine with the No. 3 streaming service is anticompetitive,” Ellison said, warning it would mean “the death of the theatrical movie business in Hollywood.”

Netflix counters that its overall share of TV viewing is smaller than its reputation suggests. By Nielsen’s metrics, it says it has about 8% of total TV usage, actually slightly less than Paramount — and far behind YouTube and Disney.

Ellison isn’t buying that, likening that logic to saying Coke could buy Pepsi because Budweiser sells a lot of beer.

The politics are messy too. President Donald Trump has already said a Netflix–WBD combination “could be a problem,” and the administration is reportedly looking at the deal with “heavy skepticism.” Ellison, whose father Larry Ellison is a major Trump ally, has been openly cultivating a close relationship with Trump and touting his faith in “competition.”

Adding more intrigue, Paramount’s financing includes equity from Jared Kushner’s Affinity Partners and several Middle Eastern sovereign wealth funds. Those foreign investors have agreed to give up voting and governance rights, which is designed to keep the deal outside the jurisdiction of the US national security review body, CFIUS.

Ellison says his vision is to create a “real competitor to Netflix and Disney”, not another consolidated streaming giant that slashes costs and kills theaters.

If Paramount wins, he says the combined company would:

• Keep theatrical releases alive, with plans for around 30 movies a year in theaters exclusively;
• Act as a strong, independent buyer for creative talent and content;
• Create a scaled streaming rival by combining Paramount+ with HBO Max.

“What we are doing will create another scaled, healthy buyer for the creative community and talent,” Ellison said. “It’s better for Hollywood, it’s better for customers, and it’s pro-competitive.”

On the news side, Ellison wants to merge CBS News and CNN into what he calls a “trust-based” national news brand aimed at the broad middle of the country.

“We want to build a scaled news service that is basically fundamentally in the trust business,” he said.

That push comes after Paramount’s recent purchase of The Free Press and the decision to install its founder Bari Weiss as editorial leader at CBS News — a shift that has already drawn intense political attention.

Paramount’s offer is backed by a huge financing package:

• $54 billion in debt commitments from Bank of America, Citi and Apollo Global Management;
• $40+ billion in equity, backstopped by:

• • The Ellison family;

  • RedBird Capital;

  • Jared Kushner’s Affinity Partners;

  • Sovereign funds from Saudi Arabia, Qatar and Abu Dhabi.

All those foreign investors have agreed to no board seats and no voting rights, to avoid national security scrutiny.

Netflix, for its part, has lined up $59 billion in bridge financing from major banks and plans to refinance with a mix of bonds and loans.

Paramount says it submitted six proposals over 12 weeks and claims WBD management “never engaged meaningfully,” instead fast-tracking the Netflix deal and labeling it a “slam dunk.” Ellison says there’s been an “inherent bias” against Paramount’s bid from the start.

Now, Paramount’s hostile tender offer runs through Jan. 8, unless extended. In the meantime, WBD shareholders, regulators, politicians and Hollywood itself will all have their say.

One thing’s clear: the battle for Warner Bros. Discovery is far from over — and the outcome could reshape what you watch, where you watch it, and who really runs Hollywood’s biggest shows and studios.