Netflix has revised its $82.7bn (£61.5bn) offer for Warner Bros Discovery, switching to an all-cash deal in an effort to speed approval and head off a rival hostile bid from Paramount Skydance.
The revised proposal keeps the same valuation of $27.75 per share but removes the shares component, a move the companies say simplifies the structure, provides greater certainty for investors and could allow a shareholder vote as early as April. The WBD board continues to unanimously recommend the Netflix deal.
“Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty,” said Netflix co-chief executive Ted Sarandos.
Under the agreement, WBD shareholders would also receive shares in a spun-off global networks business, including CNN, Cartoon Network and Discovery Channel, which Netflix is not acquiring.
Paramount Skydance is pressing ahead with a larger $108.4bn all-cash hostile bid for the entire group and has sought to derail the Netflix deal via a proxy fight and legal action. A Delaware judge rejected Paramount’s latest lawsuit this week, though it still plans to nominate directors at WBD’s annual meeting to challenge the board.
WBD has twice urged shareholders to reject Paramount’s proposal, calling it an “inadequate” and risky leveraged buyout. Walking away from the Netflix agreement would also trigger significant costs, including a $2.8bn breakup fee.
The takeover battle comes as Netflix reported it had surpassed 325 million subscribers, though its shares dipped after issuing a 2026 revenue forecast that slightly underwhelmed investors.
