Paramount launches proxy fight against Warner Bros. Discovery's Netflix merger

Paramount Skydance Corporation filed a preliminary proxy statement opposing Warner Bros. Discovery Inc.'s proposed acquisition by Netflix Inc., urging shareholders to vote against the transaction at a special meeting scheduled for 2026.

The proxy statement, filed with the Securities and Exchange Commission, outlines Paramount's opposition to the Netflix merger agreement dated January 19, 2026. Under the Netflix deal, Warner Bros. Discovery shareholders would receive between $21.40 and $27.75 per share in cash, depending on debt allocation decisions made by Warner Bros. Discovery's board after the shareholder vote.

Paramount argues its competing offer of $30.00 per share in cash provides superior and more certain value to shareholders. The company commenced a tender offer for Warner Bros. Discovery shares on December 8, 2025, which expires February 20, 2026, unless extended.

The Netflix transaction involves a complex structure including the separation of Warner Bros. Discovery's Global Linear Networks business from its Streaming and Studios operations. The final consideration shareholders receive depends on how much debt Warner Bros. Discovery allocates to the Global Linear Networks business at the time of separation.

According to the filing, financial advisors Allen & Company and J.P. Morgan provided valuations for the Global Linear Networks equity, with discounted cash flow analysis showing values as low as $0.72 per share.

Paramount states it is "fully committed" to its offer and stands ready to immediately enter a merger agreement with Warner Bros. Discovery if shareholders vote against the Netflix proposals. The company emphasizes that approval of the Netflix transaction would eliminate shareholders' opportunity to consider Paramount's competing offer.

The proxy statement advises Warner Bros. Discovery shareholders to vote "AGAINST" all three special meeting proposals using blue proxy cards distributed by Paramount. Shareholders are also advised that they may exercise appraisal rights in connection with the Netflix merger by voting against the transaction.

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