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Warner Bros. Discovery’s board recommended on December 17, 2025 that shareholders reject Paramount’s hostile tender offer, which Paramount had launched on December 8. The board’s stated reason was that the offer’s value was inadequate and imposed significant risks and costs on shareholders. It repeated that recommendation in January 2026 against an amended offer. The contest did not end there. WBD signed a merger agreement with Paramount on February 27, 2026, and the Associated Press reported that the takeover closed on October 6, 2026.
What the board said on December 17, 2025
WBD’s board unanimously concluded that Paramount’s December 8 tender offer was not in the best interests of the company and its shareholders. It also concluded that the offer did not meet the “Superior Proposal” criteria in WBD’s December 5 merger agreement with Netflix. The board recommended that shareholders reject the offer. These judgments are the board’s, as stated in the company’s SEC-filed statement of December 17, 2025.
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The board chair, Samuel A. Di Piazza, Jr., put the core objection this way: “Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders.”
The word “illusory” that appears in the headline framing does not appear in that sentence. Readers quoting the board should use its own word, “inadequate.”
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The January 2026 recommendation against the amended offer
On January 7, 2026, WBD again recommended that shareholders reject Paramount’s tender offer, now in amended form. In its statement, the board said the amended offer still provided insufficient value, that the debt financing behind it created risk to closing, and that shareholders would lack protections if the deal did not close. Those are the board’s claims, not findings by an outside party.
The board’s objections, one at a time
Value
The board’s central objection was value. Axios described Paramount’s December 2025 offer as all-cash at $30 per share in its December 17 report, a secondary account that WBD’s own filing does not repeat. The board’s language treats value as one part of a broader judgment: a price it considered inadequate once the risks and costs to shareholders were counted.
Financing and certainty of closing
The January statement focused on whether the deal would actually close. The board said debt financing created closing risk. For shareholders deciding whether to tender, a higher headline price backed by uncertain financing carries a different risk than a lower price with firm funding, and the board argued that Paramount’s structure left that risk with shareholders.
Protections if the deal fails
The board also said the offer lacked adequate protections for shareholders if the transaction did not complete. This is the third leg of the board’s case: even if the price were acceptable, the board considered the downside of a failed deal inadequately addressed.
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Netflix first, then Paramount
When WBD rejected Paramount’s offer, its preferred path was the Netflix merger agreement announced on December 5, 2025. The board’s recommendation was therefore a choice to keep that agreement in place, not a rejection of sale altogether.
That changed in 2026. According to the definitive proxy WBD filed with the SEC, WBD, Paramount Skydance and Prince Sub entered a merger agreement on February 27, 2026, and WBD terminated its Netflix merger agreement in connection with entering the Paramount agreement. The earlier rejection and the later acquisition are sequential events, not contradictory positions.
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- Product type: PHYSICAL MOVIE
- Brand: WB
Timeline
| Date | Event | Source |
|---|---|---|
| December 5, 2025 | WBD announces a merger agreement with Netflix | WBD SEC-filed statement, December 17, 2025 |
| December 8, 2025 | Paramount launches the tender offer the board later rejects | WBD SEC-filed statement, December 17, 2025 |
| December 17, 2025 | Board unanimously recommends that shareholders reject the offer | WBD SEC-filed statement, December 17, 2025 |
| January 7, 2026 | Board again recommends rejection of the amended offer | WBD statement, January 7, 2026 |
| February 27, 2026 | WBD, Paramount Skydance and Prince Sub enter a merger agreement; WBD terminates the Netflix agreement | WBD definitive proxy filed with the SEC |
| October 6, 2026 | Paramount’s takeover of WBD closes; the combined company is called Skydance | Associated Press, October 7, 2026 |
What the deal figures measure
Several figures circulate for this story, and they describe different things. They should not be treated as one price.
| Figure | What it describes | Source and date |
|---|---|---|
| $30 per share | Paramount’s December 2025 all-cash tender offer | Axios, December 17, 2025 (secondary reporting) |
| $31 per share | Paramount’s eventual offer, reported as the price before Netflix withdrew | Associated Press, October 7, 2026 |
| $81 billion | The value the AP used to describe the completed takeover | Associated Press, October 7, 2026 |
The $31 figure and the $81 billion figure come from the later bidding and the completed deal. They do not restate the terms of the December 2025 tender offer, and the board’s objections in December and January were directed at that earlier offer.
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How the outcome ended
The Associated Press reported on October 7, 2026 that Paramount’s takeover of WBD had closed on October 6, 2026, and that the combined company is known as Skydance. AP also identifies HBO Max and Paramount+ as part of the combined group. This article does not assess what the combination means for any particular title or service.
For readers following the story, the sequence to keep in mind is simple: the board rejected Paramount’s offer in December 2025 and again in January 2026 while Netflix was its preferred partner; in February 2026 WBD moved to a Paramount agreement; and the deal closed in October 2026.
Quick Recap
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