Warner Bros. Discovery Inc. (WBD) on Thursday said its board has determined that a revised all-cash proposal from Paramount Skydance Corp. (PSKY) constitutes a "Company Superior Proposal" under its existing merger agreement with Netflix Inc. (NFLX).
Paramount's revised offer values WBD at $31.00 per share in cash and includes a daily ticking fee of $0.25 per share per quarter beginning after September 30, 2026. The proposal also features a $7 billion regulatory termination fee and a commitment to pay the $2.8 billion breakup fee that Warner Bros. would owe Netflix if it terminates its current merger agreement.
Under the terms of the Netflix agreement, the determination triggers a four-business-day match period during which Netflix may revise its offer. If, after that period, the board determines Paramount's proposal remains superior, Warner Bros. would be entitled to terminate the Netflix deal.
Warner Bros. said the Netflix merger agreement remains in effect and the board continues to recommend the Netflix transaction at this time.
Paramount confirmed it has been notified of the board's determination and reiterated its commitment to the proposed acquisition.
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