Netflix has welcomed the recommendation of the Warner Bros. Discovery (WBD) Board of Directors, which has urged its shareholders to reject the unsolicited tender offer from Paramount Skydance Corporation and approve the previously announced merger agreement with Netflix. The WBD board has completed a review with independent financial and legal advisors and has concluded that the Netflix agreement offers a more certain outcome and superior value for shareholders.
Netflix and WBD have announced a definitive, fully negotiated and financed agreement under which Netflix has agreed to acquire Warner Bros., including its film and television studios, HBO Max and HBO. The cash-and-stock transaction has been valued at $27.75 per WBD share, translating into a total enterprise value of approximately $82.7 billion and an equity value of about $72 billion. The transaction has also included incremental value from the planned separation of WBD’s Global Linear Networks business, Discovery Global, which has been scheduled for the third quarter of 2026.
The WBD board has reaffirmed its earlier recommendation in favour of the Netflix deal and has advised shareholders to vote for the merger when the stockholder meeting is convened. Netflix has stated that the agreement has followed a competitive process and has been structured to provide financing certainty, regulatory clarity and operational flexibility for WBD until closing.
Netflix has indicated that the transaction has been expected to close within 12 to 18 months, subject to customary regulatory approvals, and has confirmed that it has already submitted its Hart-Scott-Rodino filing and begun engagement with competition authorities in the US and Europe. The company has also highlighted that the financing structure has not required CFIUS approval and has been backed by a $5.8 billion reverse termination fee.
The company has said that Warner Bros.’ theatrical film division, television studio operations and HBO brand will continue to operate, with a stated commitment to maintaining traditional theatrical release windows for Warner Bros. films. Netflix has positioned the acquisition as a move to expand its global content portfolio and strengthen its presence across film, television and streaming.
Netflix has reiterated that its focus has remained on completing the transaction, investing in content creation and maintaining Warner Bros.’ existing business plans, including the separation of Discovery Global, as recommended by the WBD board.
“The Warner Bros. Discovery Board reinforced that Netflix’s merger agreement is superior and that our acquisition is in the best interest of stockholders,” said Ted Sarandos, Netflix co-CEO. “This was a competitive process that delivered the best outcome for consumers, creators, stockholders and the broader entertainment industry. Netflix and Warner Bros. complement each other, and we’re excited to combine our strengths with their theatrical film division, world-class television studio, and the iconic HBO brand, which will continue to focus on prestige television. We’re also fully committed to releasing Warner Bros. films in theaters, with a traditional window, so audiences everywhere can enjoy them on the big screen.”
“By acquiring Warner Bros., we’ll be able to offer audiences and creators around the world even more choice, value and opportunity,” said Greg Peters, Netflix co-CEO. “This transaction is fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth. Together we will deliver an even broader selection of great series and films that audiences can watch at home and in theaters, while driving long-term value for our stockholders.”
