Warner Bros. Discovery (WBD) has rejected a $108.4 billion acquisition proposal put forward by Paramount–Skydance, stating that the offer lacks sufficient financial guarantees and poses significant risks to shareholders.
In a filing submitted to regulators, WBD’s Board of Directors said that Paramount had “repeatedly attempted to mislead shareholders” by claiming that the proposed $30-per-share payment was fully guaranteed by the Ellison family. The board emphasized that no such guarantee exists and never has, highlighting the multiple risks associated with the proposal.
Company leadership described Paramount’s offer as weaker when compared to the merger agreement signed with Netflix. They noted that Netflix’s $27.75-per-share offer is a legally binding transaction, does not require additional capital financing, and is backed by strong debt commitments.
Although Paramount claimed that its financing was “flawless,” WBD management stated that no formal commitment had been received from the Ellison family. The deal’s supposed financial backing, the Lawrence J. Ellison Revocable Trust, was described as opaque and unclear. The board warned that completing such a transaction would push the company’s debt burden to risky levels and leave almost no free cash flow.
WBD Chief Executive Officer David Zaslav commented sharply on the issue:
“Paramount claimed that Larry Ellison would financially support the deal, yet we received no such confirmation from the Ellison family. We repeatedly stressed the need for a full and unconditional financial commitment, but they failed to demonstrate it. It is highly likely that the funds they referred to did not actually exist.”
