In a sharp rebuke that has rattled Hollywood’s dealmaking circles, Warner Bros. Discovery’s board unanimously urged shareholders to reject a $108.4 billion hostile takeover bid from Paramount Global and Skydance Media, calling the $30-per-share all-cash offer inadequate and poorly financed. The move, disclosed Wednesday, pits the incumbent against a rival proposal from Netflix and underscores the high-stakes battle for control of one of media’s crown jewels amid streaming wars and content consolidation.

The rejection letter, filed with the Securities and Exchange Commission, accuses Paramount Skydance of misleading investors about its funding commitments. Warner Bros. Discovery executives highlighted superior terms in a pending Netflix merger valued at around $72 billion in equity, which they argue delivers greater value through synergies in subscriber bases and global reach. Paramount Skydance quickly fired back, insisting it has ‘all necessary financing’ in place.

Hostile Bid Emerges Amid Netflix Rivalry

Paramount and Skydance launched the unsolicited offer on December 8, bypassing Warner Bros. Discovery’s board to appeal directly to investors. Backed by sovereign wealth funds from Saudi Arabia, Qatar, and the UAE, as well as initial support from Jared Kushner’s Affinity Partners—which later withdrew—the bid aimed to create a media behemoth with combined assets including CBS, Nickelodeon, and Warner’s DC Studios. CNBC reports that Warner Bros. Discovery views this as a desperate ploy to derail its Netflix pact.

David Ellison, Skydance founder and the bid’s architect, has long eyed expansion beyond aviation-themed films into broader entertainment empires. Posts on X from industry watchers like Variety amplified the drama, noting Warner’s prior rejections of lower $20-per-share overtures from the same suitor in October. The board’s latest stance emphasizes regulatory hurdles and financing gaps in the Paramount proposal.

Financing Doubts Fuel Board Backlash

Central to Warner Bros. Discovery’s dismissal is skepticism over the bid’s funding. The company alleges the Ellisons—David and his father Larry, the Oracle co-founder—haven’t provided a ‘full backstop’ for the debt-heavy deal. Variety details how Warner prefers Netflix’s stock-and-cash structure, projecting $1 billion in annual cost savings versus Paramount’s uncertain path through antitrust scrutiny.

Bloomberg sources indicate Warner Bros. Discovery prepped the rejection days earlier, citing inadequate equity cushions and reliance on volatile bond markets. Paramount countered in a statement to The Guardian, affirming commitments from lenders like JPMorgan and Apollo Global Management, though specifics remain under wraps pending due diligence.

Shareholder Vote Looms Large

With Warner Bros. Discovery shares trading near $28 ahead of the board’s statement, the $30 offer implied a slim premium, further eroding its appeal. Analysts at Fox Business note the Netflix deal, announced earlier, offers shareholders about 0.24 Netflix shares plus $12.65 cash per WBD share—potentially worth more if Netflix’s valuation holds. The board’s proxy filing stresses this ‘superior’ alternative amid WBD’s $40 billion debt load.

X chatter from accounts like ToonHive and Dexerto reflects investor split: some decry management under CEO David Zaslav, while others praise the Netflix tie-up for bolstering HBO Max against Disney and Amazon. Reuters coverage highlights Warner’s accusation of ‘illusory’ terms, pointing to pulled funding from Kushner’s fund as a red flag.

Regulatory and Synergy Calculus

Antitrust regulators pose the biggest wildcard. A Paramount-WBD merger would commandeer 25% of U.S. TV viewership, inviting Federal Trade Commission probes similar to those stalling other deals. Reuters explains Warner Bros. Discovery believes Netflix’s international footprint eases approval odds, with combined streaming subs exceeding 500 million.

Paramount Skydance, fresh from its own $8 billion merger approval in July, argues scale trumps all. Yet Warner’s letter warns of ‘value destruction’ from integration risks, citing Paramount’s recent write-downs on linear TV assets. CBS News reports the board unanimously backs Netflix, urging shareholders to ignore the ‘inadequate’ rival.

Hollywood’s Consolidation Endgame

This clash revives memories of 2019’s AT&T-Time Warner saga, but with streaming at center stage. Warner Bros. Discovery’s Max service has clawed back market share, yet profitability lags peers. Bloomberg insights suggest the Netflix merger could unlock $5 billion in synergies via ad tech and sports rights like NBA packages.

Paramount sticks to its guns, per Variety’s update, refusing to sweeten the pot and vowing a proxy fight. Al Jazeera notes geopolitical angles with Gulf fund backing, potentially complicating U.S. approvals amid national security reviews.

Investor Sentiment and Next Moves

Shareholder meetings are slated for early 2026, giving Paramount Skydance a window to rally support. Activist investors like Vanguard, holding 8% of WBD, may tip scales. Fox Business polls show divided opinion, with some eyeing Paramount’s cash certainty over Netflix’s growth bet.

As battles spill into court filings and ad campaigns, the outcome could redefine media powerhouses. Warner Bros. Discovery’s board remains steadfast, betting shareholders prioritize long-term value in a fragmented market over a hasty premium.