"Warner Bros. Discovery said its board concluded that Paramount's revised all‑cash offer to buy the entire company qualifies as a "Company Superior Proposal" under the terms of its merger agreement with Netflix. The bid values Warner Bros. Discovery at around $111 billion, or $31 a share, up from Paramount's earlier $30‑per-share proposal and well above the economics of Netflix's $83‑billion pact announced in December."
"Paramount's bid stands out not just on headline price but on the protections it has offered to reassure Warner Bros. Discovery and its investors. The package includes a $7 billion reverse termination fee if regulators block the transaction, a commitment to pay Warner Bros. Discovery's multibillion‑dollar breakup fee owed to Netflix if that agreement is terminated, and a "ticking fee" of 25 cents per share per quarter if closing drags beyond the fall."
Warner Bros. Discovery's board determined that Paramount Skydance's revised all-cash offer of $31 per share, valuing the company at approximately $111 billion, qualifies as a superior proposal compared to its existing Netflix merger agreement announced in December. Paramount's bid includes substantial protections: a $7 billion reverse termination fee if regulators block the deal, commitment to pay Warner Bros. Discovery's breakup fee to Netflix, and a quarterly ticking fee of 25 cents per share if closing extends beyond fall. Paramount removed earlier performance conditions on cable assets and pledged additional equity if needed for lenders. This determination formally triggers a contractual window allowing Netflix four business days to revise its offer to reclaim superior status, though the Netflix agreement technically remains in force with board recommendation until the window closes.
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