In the takeover battle for Warner Bros. Discovery (WBD) has reached a new phase. At the end of a one-week negotiation window Paramount Global submitted a revised offer. Warner's Board of Directors subsequently announced that the new proposal "can reasonably be expected" to result in a so-called "Company Superior Proposal" within the meaning of the existing merger agreement with Warner. Netflix to lead.

However, the Board has not made a final decision as to whether this is indeed a superior offer. The existing agreement with Netflix remains in force and the Board continues to recommend this transaction. At the same time, Warner announced that it would hold further talks with Paramount to examine whether a corresponding status can be achieved.

Contents of the revised offer

According to Paramount, the revised offer includes a purchase price of USD 31 per WBD share in cash. There is also an additional fee until the transaction is completed, which corresponds to a quarterly payment of USD 0.25 and is to take effect from 30 September 2026.

In the event that the transaction cannot be finalised for regulatory reasons, the offer provides for a payment of seven billion US dollars to Warner. In addition, Paramount would assume a potential contractual penalty of USD 2.8 billion that could be incurred if the Netflix agreement is cancelled.

In addition, Paramount undertakes to provide additional equity to the extent necessary to support the solvency certification required by lending banks. Also part of the offer is an amended definition of the term "material adverse effect", which explicitly excludes the performance of WBD's Global Linear Networks division.

In a separate statement, Paramount welcomed the Warner board's decision to enter into further discussions and said it looked forward to working constructively to realise the benefits of the offer for shareholders, the creative industry and consumers.

Formal procedure and rights of Netflix

If the Warner board concludes that the Paramount offer constitutes a "Company Superior Proposal", a four business day period would commence under the existing merger agreement with Netflix. During this period, Netflix would have the opportunity to propose changes to the existing agreement.

Until such a decision is made, the Netflix transaction remains formally in place. Warner emphasised that no action is currently recommended to shareholders in connection with the amended Paramount offer.

More than a question of ownership

Meanwhile, the possible sale of Warner Bros. Discovery is not being interpreted solely as a question of purchase price or control. The industry portal Filmtake points out that the process goes beyond a mere change of ownership. Accordingly, the decision affects fundamental strategic questions about the future direction of one of the major Hollywood studios.

Filmtake emphasises that different business models could clash: On the one hand, integration into a globally oriented streaming ecosystem and, on the other, a more studio and distribution-oriented approach with classic cinema exploitation and an IP-driven structure. The choice of future owner could therefore also have an influence on questions of exploitation windows, market structure and strategic positioning in international competition.

Against this backdrop, the current process is seen not only as a takeover bid, but also as a potential course-setter for the future development of the film and television industry.

Open decision

A final decision on the classification of the Paramount offer is pending. Warner Bros. Discovery has announced that it will conduct further consultations and inform shareholders once the review has been completed. Until then, the recommendation in favour of the Netflix transaction remains in place.

This means that the outcome of the bidding war remains open.