Barring an unexpected shock, $NFLX ( ▼ 0.22% ) looks set to come out on top in the long-running fight for $WBD ( ▼ 0.94% ) , as $PSKY ( ▼ 0.81% ) runs out of road.
Paramount Skydance confirmed Thursday that it will not raise its hostile $30-per-share offer for Warner Bros. Discovery, insisting its prior changes had addressed all of the board’s concerns. The Warner Bros. board clearly disagrees, having now rejected that bid twice. With Paramount refusing to sweeten terms, momentum has effectively shifted to Netflix.
Why the deal is effectively decided
At this stage, the Warner Bros. board is the key decision-maker, and there is little reason to believe it will reverse course. Paramount’s refusal to improve its offer is widely seen as a concession. If nothing changes, Netflix has beaten Paramount in the contest to acquire Warner Bros. Discovery.
Netflix’s agreed deal offers a mix of cash and stock valued at about $27.75 per share at signing, while also allowing Warner Bros. to spin off its cable networks business, Discovery Global. That spinoff could add several dollars per share in value, according to The Wall Street Journal. Paramount argues that business is worth nothing, a claim the market has largely discounted.
Could regulators still intervene
The main remaining wildcard is regulatory scrutiny. A challenge from the Trump administration could theoretically complicate or delay the Netflix Warner Bros. transaction, though that outcome appears unlikely.
President Trump has previously suggested a Netflix takeover of Warner Bros. could be “a problem,” but his comments have been noncommittal and focused on market share rather than clear opposition. While Paramount Skydance is run by David Ellison, the son of $ORCL ( ▼ 1.65% ) founder Larry Ellison, a close Trump ally, there is no clear signal that regulators intend to step in.
A challenge is legally possible depending on how the media market is defined, but most observers see the odds as low.
Why Paramount’s hostile bid is a long shot
Paramount’s last remaining strategy is its hostile tender offer, which appeals directly to Warner Bros. shareholders by offering $30 in cash per share. In practice, this route faces major hurdles.
Tendering shares requires shareholders to navigate a complicated and high-friction process. More importantly, the financial math is not compelling. Shareholders would be choosing a flat $30 cash offer over a Netflix deal that could ultimately be worth $31 or $32 per share once the Discovery Global spinoff is factored in. That gap widens further when accounting for the multibillion-dollar breakup fees Warner Bros. would owe if it walked away from Netflix.
With nearly 2.5 million shares outstanding, it is unlikely enough shareholders will take Paramount’s offer to force the board’s hand.
The most likely outcome
Unless Paramount unexpectedly returns with a higher bid, the only realistic threat to Netflix’s victory would be a regulatory challenge from Washington. For now, that appears improbable.
In other words, this merger drama is close to its final scene. And while surprises are never impossible, $NFLX ( ▼ 0.22% ) looks firmly on track to own $WBD ( ▼ 0.94% ).