Paramount’s $31 Bid Ends Netflix’s Warner Pursuit

A Hollywood Power Play With Far-Reaching Stakes

Netflix has stepped away from its attempt to acquire key Warner Bros. Discovery assets after Paramount unveiled a richer, all-cash offer to buy the entire company.

The decision sets the stage for a potential mega-merger that could redraw the balance of power in Hollywood, reshape the streaming wars, and intensify scrutiny over media consolidation in the United States.

Netflix Bows Out After Paramount’s Higher Offer

Warner Bros. Discovery’s board confirmed Thursday that a $31-per-share bid from Skydance-backed Paramount was superior to its earlier agreement with Netflix. The board gave Netflix four business days to counter.

Netflix declined within hours.

In a joint statement, co-CEOs Ted Sarandos and Greg Peters said the revised price required to stay competitive no longer made financial sense. They described the Warner transaction as strategically appealing, but not worth pursuing “at any price.”

Netflix had previously offered $27.75 per share for Warner’s studio and streaming operations — a deal valued at roughly $83 billion including debt. Paramount’s proposal, by contrast, values Warner at approximately $111 billion including debt, and covers the entire company.

Warner CEO David Zaslav publicly thanked Netflix executives, calling them “extraordinary partners” throughout the negotiations.

What Paramount Is Buying, and Why It Matters

Unlike Netflix, which sought only Warner’s entertainment and streaming divisions, Paramount wants the whole enterprise.

If completed, the merger would place HBO Max, CNN, and Warner’s iconic film franchises — including Harry Potter, Superman, and Barbie- under the same corporate roof as Paramount’s CBS, MTV, Nickelodeon, and Paramount+.

It would unite two of Hollywood’s remaining legacy studios, each with deep theatrical distribution networks and globally recognized intellectual property. Paramount’s catalog includes Top Gun, Titanic, and The Godfather, while Warner commands a television portfolio featuring acclaimed series like Succession and The White Lotus.

Such a combination would significantly expand Paramount’s content library and strengthen its competitive position in the increasingly crowded streaming market.

A Months-Long Corporate Battle

The latest twist follows months of tense maneuvering.

Warner had stood by its Netflix agreement since December, even as Paramount mounted an aggressive campaign to take over the company without initial board approval. On Thursday evening, however, the board acknowledged that Paramount’s improved proposal represented greater value for shareholders.

While Warner has not yet formally adopted the Paramount merger agreement, Zaslav signaled optimism, saying the deal would generate “tremendous value” if finalized.

Paramount CEO David Ellison previously praised Warner’s board for recognizing what he described as the superior economics of his company’s offer.

Political Undercurrents and Media Concerns

Beyond the financial calculations, the proposed merger has drawn political attention.

A Paramount-Warner combination would place CNN and CBS under one corporate umbrella. CBS has already experienced notable editorial shifts under Skydance’s ownership, including leadership changes at its news division.

Media analysts warn that further consolidation could amplify concerns about political influence and newsroom independence.

Mike Proulx, vice president and research director at Forrester, said the political dimension cannot be ignored. In emailed remarks, he noted that concerns about Netflix owning Warner are “heightened” under Paramount’s bid, particularly given the broader political context surrounding the deal.

President Donald Trump has longstanding ties to Oracle founder Larry Ellison, whose family backs Skydance. Paramount’s pursuit of Warner comes months after Skydance finalized its own merger with Paramount in a contentious transaction.

Although Trump has publicly stated that regulatory decisions will be left to the Justice Department, Democratic lawmakers have voiced alarm over growing media concentration.

Sen. Elizabeth Warren, a prominent advocate for antitrust enforcement, warned Thursday that further consolidation could reduce competition and increase costs for consumers. She described a potential Paramount-Warner tie-up as deeply problematic from an antitrust perspective.

Antitrust Questions Loom Large

Regulatory scrutiny is now central to the deal’s future.

The U.S. Department of Justice has initiated reviews, and foreign regulators are expected to follow. Approval will also require Warner shareholder consent.

When Netflix was still in contention, executives argued that a Netflix-Warner combination would pose fewer competitive risks because Netflix lacks Warner’s traditional studio and theatrical distribution infrastructure. Warner’s leadership had previously told lawmakers that Netflix’s ownership might preserve operational independence while investing in production.

By contrast, a Paramount merger would combine two similar legacy studios, two broadcast networks, and two major news operations, factors that critics argue could heighten competition concerns.

Trade organizations have also cautioned that consolidation may lead to job cuts and reduced diversity in filmmaking and television production.

The Financial Calculus

Paramount’s proposal includes additional incentives aimed at persuading shareholders.

The company has agreed to accelerate a “ticking fee,” pledging to pay 25 cents per share if the deal does not close by the end of September, earlier than initially proposed. It has also committed to a $7 billion regulatory termination fee if the transaction collapses due to antitrust obstacles.

However, financing the acquisition will require Paramount to take on substantial new debt. Critics argue that higher leverage could increase the likelihood of restructuring or cost-cutting in the future.

Foreign sovereign wealth funds have also contributed equity financing, adding another layer of public scrutiny to the transaction.

Streaming Wars Enter a New Phase

Strategically, Paramount views the merger as a way to compete more effectively against dominant streaming platforms, including Netflix, Amazon, and Disney.

A combined Warner-Paramount library would offer one of the industry’s most extensive collections of films, television series, and live programming. That scale could improve negotiating leverage with advertisers, distributors, and global markets.

Yet consolidation carries risks.

Fewer major studios could limit consumer choice, potentially leading to higher subscription prices and less experimentation in storytelling. The creative ecosystem, long reliant on multiple independent buyers, may also feel the impact.

What Happens Next?

Warner’s board must formally adopt the Paramount agreement before the transaction moves to shareholder votes and regulatory review. The Justice Department’s assessment will likely focus on competitive overlaps in film production, television broadcasting, and streaming.

The process could stretch for months.

For Netflix, the withdrawal underscores a disciplined approach to capital allocation. Despite its global scale and deep pockets, the company signaled it would not stretch beyond its valuation threshold.

For Paramount and Warner, the road ahead will be defined by regulatory negotiations and shareholder persuasion.

A Defining Moment for Media Power

If approved, the merger would mark one of the most consequential consolidations in modern entertainment history.

It would reshape the competitive landscape of Hollywood, expand Paramount’s influence across news and entertainment, and test the limits of U.S. antitrust enforcement in an era of intensifying media concentration.

For audiences, creators, and investors alike, the outcome will determine not just who owns beloved franchises, but how stories are financed, distributed, and told in the years ahead.

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