Paramount ups the ante to block Netflix’s $83B takeover of Warner Bros. Discovery

Paramount Global amplified its takeover campaign for Warner Bros. Discovery by layering new financial commitments onto its existing $30-per-share all-cash proposal. In filings, Paramount said it would make quarterly cash payments of roughly $650 million to WBD shareholders for each fiscal quarter that a competing Netflix transaction fails to close beginning in 2027, and it pledged to assume the $2.8 billion termination fee WBD would owe Netflix if that deal collapses. The move leaves Paramount’s headline price unchanged but reframes the contest as one over who best manages delay and regulatory risk. Warner Bros. Discovery’s stock reacted modestly to the announcement — about a one percent uptick — while the company signaled that most shareholders remain unconvinced. Netflix has publicly pushed back, warning that Paramount’s claimed synergies could necessitate significant cost cuts and stressing that extended regulatory review is a normal feature of large, complex transactions. That point is underscored by an upcoming regulatory panel session in which Netflix and WBD are expected to face pointed questions about market concentration, vertical integration, subscriber overlap and advertising effects. Regulators’ skepticism raises the real prospect of remedies or conditions — from divestitures to behavioral constraints — that could meaningfully delay closing or dilute projected synergies. Those possible outcomes increase the practical value of Paramount’s conditional payments to fence‑sitting investors, who would effectively be compensated for protracted review or litigation risk. At the same time, the enhanced terms expose Paramount to sizable contingent liabilities if litigation prolongs or if Netflix’s deal ultimately wins approval. The contest now hinges on persuading a critical mass of shareholders that Paramount’s approach delivers clearer and faster value or, at minimum, better protection against the cost of delay. The scheduled shareholder meeting in late March or early April will be a focal point for both suitors as they try to translate corporate strategy, regulatory probabilities and litigation risk into votes. Beyond the immediate vote, the feud touches broader policy and industry questions about consolidation, employment effects and how antitrust authorities will treat major content-and-distribution combinations going forward.