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Why Warner Bros. Rejected Paramount’s Offer—and Asked for a Best and Final Bid

WBD’s February 2026 rejection applied to Paramount’s offer as submitted. Its later $31 proposal was deemed superior, Netflix declined to match, and the acquisition closed October 6 under the Skydance name.
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Warner Bros. Discovery (WBD) recommended rejecting Paramount Skydance’s offer on February 17, 2026, while continuing to recommend its proposed Netflix merger. It was rejecting the terms then on the table—not refusing to consider a revised bid. WBD asked Paramount to put its indicated $31-per-share price and other unresolved terms into an actionable, binding proposal. The contest later changed course: WBD judged Paramount’s revised proposal superior, Netflix declined to match it, and Paramount completed its acquisition of WBD on October 6, 2026. The combined company is named Skydance.

What did “rejects Paramount again” mean?

On February 17, WBD’s board continued to recommend the Netflix merger and recommended that shareholders reject Paramount’s then-current offer. WBD said Paramount’s earlier tender offer and draft merger agreements had also been rejected. The February recommendation was another rejection of an offer as submitted, not a decision to end discussions.

WBD said Paramount had orally indicated it would agree to pay $31 per share, but that price and other matters were not reflected in the latest draft merger agreement. WBD wanted a binding proposal with the terms documented, rather than relying on an indication of willingness to pay. WBD CEO David Zaslav said the company was engaging with Paramount to determine whether it could deliver an “actionable, binding proposal” offering superior value and certainty for shareholders.

Why did WBD ask for a best and final offer?

The board was weighing more than the headline price. The bid needed to set out its contractual protections and obligations, address regulatory and termination risks, and provide sufficient certainty that the transaction could close. WBD’s February 17 announcement said Netflix had granted a seven-day waiver through February 23, allowing WBD to discuss outstanding terms with Paramount and give it an opportunity to submit its best and final proposal. WBD also announced that a shareholder meeting to vote on the Netflix merger was scheduled for March 20.

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The waiver created a short window for discussion; it did not itself approve Paramount’s offer or end the Netflix agreement. At that point, WBD still recommended the Netflix transaction.

What were the terms of Paramount’s revised proposal?

On February 26, WBD said the revised proposal met the “Company Superior Proposal” standard in its Netflix merger agreement. That was a contractual assessment that allowed the process to move forward; it was not a completed acquisition. WBD disclosed these proposed terms:

Term What WBD disclosed on February 26, 2026
Cash price $31.00 per WBD share.
Ticking fee $0.25 per share per quarter, accruing after September 30, 2026.
Regulatory termination fee $7 billion, payable if the transaction failed to close because of regulatory matters.
Netflix termination fee Paramount would pay the $2.8 billion fee WBD would owe Netflix if WBD terminated its existing merger agreement with Netflix.

The ticking fee could add value if the deal remained outstanding beyond the stated date, while the proposed termination fees allocated some failure-related costs. Those provisions were part of the offer WBD assessed, not proof that closing was assured. WBD’s “superior proposal” determination also triggered a four-business-day period in which Netflix could decide whether to match; the Netflix agreement remained in effect during that process.

Did Netflix match Paramount’s bid?

No. Netflix declined to raise its offer. Co-CEOs Ted Sarandos and Greg Peters said that at the price required to match Paramount Skydance’s latest offer, the deal was no longer financially attractive to Netflix. The match period therefore ended without Netflix matching Paramount’s proposal.

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What happened to the Paramount offer, and who owns Warner Bros. now?

Paramount completed its acquisition of WBD on October 6, 2026, after regulatory approvals and satisfaction of closing conditions, according to Skydance’s closing announcement. The release said WBD shareholders received $31.01666668 per share in cash, and WBD shares ceased trading on Nasdaq that day. That closing consideration is distinct from the $31.00-per-share price in the February revised proposal. The Associated Press described the completed takeover as an $81 billion transaction; that reported deal figure is not the per-share consideration.

WBD’s February decision, its later superior-proposal determination, and the final closing were separate stages. The acquisition is now complete, and the combined company is named Skydance.

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