Netflix pitches ‘certainty’ to Warner Bros shareholders after WBD board rejects Paramount offer

Netflix has sent a letter to Warner Bros. Discovery (WBD) shareholders welcoming the board’s recommendation to approve the company’s merger agreement and urging stockholders to support the transaction that the board has endorsed over a competing hostile offer from Paramount Skydance.

In the letter dated December 17, 2025, and addressed directly to “Warner Bros. Discovery Stockholders,” Netflix said the WBD board’s message was clear: shareholders should “reject Paramount Skydance’s unsolicited, inferior and illusory tender offer” and instead vote to approve the merger between Netflix and WBD at the upcoming stockholder meeting. The board had reaffirmed that the merger with Netflix represents “the best and most certain path forward” for WBD and its investors.

Netflix outlined the transaction’s structure and the value it provides to WBD stockholders. Under the agreement, each WBD share will receive a total equity value of $27.75, consisting of $23.25 in cash and $4.50 in Netflix stock under a price collar mechanism.

Additionally, the deal will include value from WBD’s planned separation of its Global Linear Networks business, Discovery Global, which is expected to generate further potential upside for shareholders.

The letter highlighted what Netflix characterised as the certainty and readiness of the deal, saying that regulatory approvals are underway and that the company plans to complete the transaction within 12 to 18 months, following customary reviews by competition authorities, including in the United States and the European Union. Netflix said it has submitted its Hart-Scott-Rodino filing and is engaging with regulators.

In the letter, Netflix also described its vision for the combined company’s creative future, emphasising that the two firms will work cooperatively “to ensure a smooth and stable transition for our creators, employees, partners, and stockholders.”

Netflix said the transaction will allow it to offer audiences and creators around the world “even more choice, value and opportunity” and that it remains “pro-consumer, pro-innovation, pro-creator, pro-growth and pro-competition.”

The Netflix letter reiterated the company’s long history of building stockholder value and its commitment to invest in creativity and expand the reach of Warner Bros.’ franchises and content. It also said the combined business will include some of the most recognisable shows and films worldwide and that merging the companies will broaden access for audiences across more than 190 countries.

The Netflix letter follows a separate and detailed communication from the Warner Bros. Discovery board to shareholders recommending rejection of Paramount Skydance’s $108.4 billion hostile tender offer

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The board described the Paramount proposal as providing “inadequate value” and imposing “numerous, significant risks and costs” compared with the Netflix deal. It said the Paramount offer was “illusory” and lacked binding financing commitments, and it emphasised that the Netflix merger represents “superior, more certain value” for stockholders. The board also noted it had conducted a comprehensive review process and provided shareholders with a full explanation of its recommendation.