Mumbai: The intensifying takeover battle for Warner Bros. Discovery has hit a new inflection point, as a major shareholder publicly questioned the adequacy of Paramount Skydance’s revised acquisition proposal—despite significant enhancements designed to shore up financing confidence.
Harris Associates, WBD’s fifth-largest shareholder with roughly a 4% stake—or about 96 million shares as of the end of September—said the amended offer still falls short of compelling shareholders to switch course.
Alex Fitch, Portfolio Manager at Harris Associates and Director of US Research at Oakmark, said the revisions were “necessary, but not sufficient,” adding that the competing bids remain closely matched. “There is a cost to changing paths,” Fitch noted. “If Paramount is serious about winning, they’ll need to offer shareholders a clearer incentive.”
A Higher Bid, But Lingering Doubts
Paramount Skydance’s updated proposal values WBD at $108.4 billion, positioning it as a full hostile takeover with an offer price of $30 per share. The most notable change is a $40.4 billion personal financial guarantee from Larry Ellison, aimed at alleviating earlier concerns tied to funding commitments routed through a revocable trust.
The revised terms also raise the deal’s regulatory break-up fee to $5.8 billion, up from $5 billion, bringing it in line with a competing offer already on the table.
David Ellison, who controls Paramount Skydance, said the proposal was designed to unlock long-term value while safeguarding WBD’s creative legacy. “We expect the board of directors of WBD to take the necessary steps to secure this value-enhancing transaction and preserve and strengthen an iconic Hollywood treasure,” he said.
Netflix Remains the Board’s Preferred Partner
Despite the improved bid, Paramount Skydance continues to face stiff competition from Netflix, which has submitted an $82.7 billion offer focused on WBD’s studio and streaming businesses. Netflix’s proposal includes $23.25 per share in cash, an additional $4.50 per share in Netflix stock, and proceeds from the spin-off of Discovery Global.
WBD’s board has already unanimously recommended rejecting Paramount’s earlier proposal in favour of Netflix’s offer, citing stronger strategic alignment and cleaner execution, even though the headline valuations were broadly comparable.
Shareholders Split as Deadline Extended
The deadline for shareholders to tender their shares has now been extended to January 21, from the earlier January 8 cut-off, signalling expectations of a prolonged contest.
Market watchers say Paramount’s revised offer strengthens its credibility but may not be enough to dislodge Netflix’s position. Ross Benes, Senior Analyst at eMarketer, said the changes “don’t alter the reality that WBD’s leadership appears more comfortable with Netflix,” though he added that the improved financing terms could keep the battle alive.
Investor sentiment remains mixed. Yussef Gheriani of IHT Wealth Management said he plans to follow the WBD board’s recommendation, while Thomas Poehling—who owns shares in both WBD and Paramount—indicated he may lean toward Paramount if Netflix does not counter, citing the added stability provided by Ellison’s guarantee.
Major institutional shareholders including Vanguard, State Street, and BlackRock—each of whom hold positions across the companies involved—declined to comment.
As bids escalate, the contest underscores the strategic premium attached to WBD’s portfolio, which includes HBO Max and marquee franchises such as Harry Potter, The Lord of the Rings, and Superman, at a time when global media consolidation is accelerating.
