A major battle for one of Hollywood’s oldest studios is reaching a critical point. Warner Bros. Discovery’s board and a huge majority of its shareholders are backing a sale to Netflix, forcefully rejecting a rival, higher-priced offer from Paramount. This move brings the potential combination of Netflix’s streaming power with Warner Bros.’ iconic movie and TV brands one step closer to reality.
Shareholders Send a Clear Message by Rejecting Paramount’s Offer
The choice became clearer recently when Warner Bros. Discovery stated that over 93% of its shareholders have rejected Paramount’s takeover attempt. Paramount had been making a direct appeal to these shareholders with a hostile bid, asking them to go against their own company’s board. The shareholders’ overwhelming response signals strong support for the path the company’s leadership has chosen.
Warner Bros. Discovery did not hold back in its criticism of the rival offer. In an official statement, the company said Paramount “continues to make the same offer our Board has repeatedly and unanimously rejected in favor of a superior merger agreement with Netflix”. They referred to Paramount’s bid as an “inferior scheme”.
Paramount, led by CEO David Ellison, had extended the deadline for its offer to February 20, 2026, hoping to win more shareholder support. Despite this extension, the current shareholder sentiment makes Paramount’s uphill battle even steeper.
Netflix Upgrades Its Deal to an All-Cash Offer
In a strategic move to secure the deal, Netflix recently amended its original agreement to an all-cash transaction. This change removes the stock-based part of the earlier offer, providing what the companies call “greater certainty of value” for Warner Bros. Discovery shareholders.
The core price remains $27.75 per share, valuing the Warner Bros. studio and streaming assets at an enterprise value of approximately $82.7 billion. This deal would give Netflix control of legendary film and television studios, the HBO and HBO Max streaming services, and a vast library including Harry Potter, Game of Thrones, DC superheroes, and countless classic films.
“Today’s revised merger agreement brings us even closer to combining two of the greatest storytelling companies in the world,” said David Zaslav, President and CEO of Warner Bros. Discovery.
Netflix’s co-CEO, Ted Sarandos, emphasized that the revised deal provides financial certainty and accelerates the process. Shareholders could vote on the Netflix agreement as soon as April 2026.
Why the Board Considers Paramount’s Higher Bid Riskier
On the surface, Paramount’s competing offer looks more lucrative. It is an all-cash bid of $30 per share for the entire Warner Bros. Discovery company, which includes cable networks like CNN, TNT, and the Discovery Channel. This gives it a total enterprise value of about $108.4 billion.
However, the Warner Bros. Discovery board has rejected this offer at least eight times, calling it riskier for shareholders. In a detailed letter, the board explained its reasoning. They argue that accepting Paramount’s deal would force Warner Bros. Discovery to pay a $2.8 billion termination fee to Netflix and incur other costs, totaling roughly $4.7 billion in shareholder expenses.
The board also labeled Paramount’s proposal the “largest leveraged buyout (LBO) in history”. They expressed deep concern about the massive debt Paramount would need to take on to finance the deal, which could jeopardize its completion. The board believes the structure poses a “heightened risk of failure to close”.
The Complex Path Forward and Regulatory Hurdles
Closing the deal with Netflix is not immediate and involves several complex steps. First, Warner Bros. Discovery must complete the separation of its cable networks division, which will become a new, independent publicly traded company called Discovery Global. This includes networks like CNN, TNT, TBS, HGTV, and the Discovery+ streaming service. This separation is expected in the third quarter of 2026.
Only after this split will the sale of the remaining “Warner Bros.” entity—the film/TV studios and HBO—to Netflix proceed. The entire transaction is expected to close 12 to 18 months after the original December 2025 agreement, pending regulatory approvals.
Both Netflix and Warner Bros. Discovery have submitted the required filings to U.S. antitrust regulators and are engaging with competition authorities globally. Paramount has argued that a Netflix-Warner Bros. combination would control 43% of the global subscription streaming market, which could raise significant regulatory questions.
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What This Means for Iconic Movies and Shows
If the deal completes, a century of cinematic history would come under the Netflix umbrella. This includes the entire DC Universe (Superman, Batman, Wonder Woman), the Wizarding World of Harry Potter, the massive HBO library with shows like The Sopranos, Succession, and The Last of Us, and legendary films from Casablanca to The Matrix.
Netflix has stated it plans to maintain Warner Bros.’ current operations, including its commitment to releasing films in theaters. The goal is to combine Netflix’s global reach and technology with Warner Bros.’ production expertise and iconic stories.
“Together, Netflix and Warner Bros. will deliver broader choice and greater value to audiences worldwide,” said Netflix’s co-CEO Ted Sarandos.
The streaming world is waiting to see if this historic deal will cross the finish line, potentially reshaping where audiences find their favorite stories.
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