Shareholders Face Defining Choice in Warner Bros. Discovery Takeover Saga

The battle for control of Warner Bros. Discovery (WBD) is intensifying, presenting equity holders with a stark strategic decision. Two distinct paths are now on the table: a friendly, structured transaction with Netflix or a hostile full acquisition by Paramount Skydance. The conflict hinges not merely on price but on fundamentally different visions for the media conglomerate's future.

Paramount Skydance has launched an aggressive campaign for the entire company, offering $30 per WBD share. This bid, however, has been unanimously rejected by the Warner Bros. Discovery board, which labeled it "inadequate" and "not in the best interests" of shareholders. Undeterred, Paramount is pursuing a multi-pronged strategy to force a reconsideration.

As of January 21, 2026, reports indicate Paramount intends to extend the deadline for its tender offer. More confrontationally, the company has filed a lawsuit against WBD's board of directors and announced plans to nominate its own slate of candidates for election at the 2026 annual meeting. This legal and procedural offensive aims to reconstitute the board and compel negotiations.

Netflix Counters with Revised All-Cash Proposal

In a direct response, Netflix and Warner Bros. Discovery amended their previously announced agreement on Tuesday, January 20, 2026. Netflix has revised its offer to a full all-cash proposal, now seeking to acquire WBD's streaming and studio divisions outright for $27.75 per share. This move eliminates the market volatility and uncertainty associated with a mixed cash-and-stock transaction, providing shareholders with a fixed value.

Concurrently, WBD accelerated the process by filing a preliminary proxy statement with the U.S. Securities and Exchange Commission (SEC) on January 20. This action sets the stage for a shareholder vote, with a special meeting to approve the Netflix transaction expected by April 2026.

A critical component of this deal is a major corporate restructuring. The Global Linear Networks division—which houses linear TV brands including CNN and HGTV—would be spun off into a new, separate publicly traded company named Discovery Global. Consequently, Netflix would gain the core content and streaming assets, while existing WBD shareholders would retain ownership stakes in the new Discovery Global entity.

Two Competing Visions for the Company

The situation crystallizes into a choice between two models:

Should investors sell immediately? Or is it worth buying Warner Bros. Discovery (A)?

• The Netflix Proposal (Friendly & Structured)

  • $27.75 per share in cash for streaming and studio operations (encompassing Warner Bros. Pictures, HBO, and DC Studios).
  • Spin-off of linear TV networks into Discovery Global.
  • Unanimously recommended by the WBD board of directors.

• The Paramount Skydance Proposal (Hostile & Complete)

  • $30 per share for the entire, undivided company.
  • No spin-off; Warner Bros. Discovery would be fully integrated into Paramount Skydance.
  • Opposed by current management, pursued via lawsuit and a proxy contest.

While Paramount's bid presents a nominally higher price, the Netflix arrangement emphasizes transaction certainty, a clear asset structure, and the full backing of the incumbent management team.

Market Volatility Reflects Investor Uncertainty

The prolonged takeover speculation has injected significant volatility into WBD's share price. Since rumors began circulating in late 2025, the stock has experienced wider swings. Trading at €24.08 as of last Friday, the shares currently sit approximately 18% below their 52-week high, though remain well above the twelve-month low.

These fluctuations mirror the complex calculus facing investors: weighing Paramount's higher offer price against concerns regarding feasibility, execution timing, and regulatory hurdles for both deals. Additional worries about integration challenges and buyer financing have also pressured the market, notably affecting Netflix's own share price.

Key Upcoming Milestones

The coming months will be defined by several critical events:

• The shareholder vote on the revised all-cash deal with Netflix is anticipated by April 2026.
• Warner Bros. Discovery is scheduled to release its next quarterly earnings report on February 26, 2026. These figures will provide crucial fresh data on profitability and debt levels, informing the valuation of both proposals.
• Paramount Skydance is expected to continue escalating pressure, finalizing its board nominations and likely extending its offer deadline.

Ultimately, shareholders are approaching a decisive moment. The choice is between a managed, structured transition supported by leadership and a financially superior but contentious full takeover—a direction that will be determined by the pivotal vote this spring.