Netflix has decided to withdraw from its agreement with Warner Bros. Discovery after the studio’s board favored a more lucrative proposal from Paramount.
In an announcement on Thursday, Netflix co-CEOs Ted Sarandos and Greg Peters explained that Paramount’s enhanced offer rendered the Warner Bros. bid “no longer financially attractive.” They emphasized that the acquisition was always considered a “nice to have” rather than a necessity if the price was right.
“The deal we initially set up promised shareholder value and a straightforward route to regulatory approval. However, our disciplined approach means that matching Paramount Skydance’s latest proposal is not financially viable, so we are stepping aside,” the co-CEOs elaborated.
They expressed appreciation for Warner Bros., describing it as a top-tier organization. “We extend our gratitude to David Zaslav, Gunnar Wiedenfels, Bruce Campbell, Brad Singer, and the WBD Board for conducting a thorough and fair process,” they stated. “While we believe we would have been excellent guardians of Warner Bros.’ legendary brands, enhancing the entertainment industry and fostering job creation in the U.S., the deal was always contingent on the right price.”
Despite this setback, the co-CEOs reaffirmed their commitment to maintaining Netflix’s position as a leader in streaming services, emphasizing that the brand will continue to grow robustly and naturally.
“This year, we plan to invest around $20 billion in high-quality films and series to broaden our entertainment catalog. Staying true to our capital allocation strategy, we will also restart our share repurchase program,” the co-CEOs shared. “We remain dedicated to delighting our members, growing our business profitably, and delivering long-term value to our shareholders, just as we have for over two decades as a public company.”
The announcement came after Warner Bros. Discovery board decided that the Paramount deal was a “superior proposal” to the original Netflix deal, per The Hollywood Reporter (THR).
PSKY’s latest proposal was for $31 per share, but had a number of other sweeteners, including a ticking fee payable to shareholders equal to $0.25 per quarter beginning after Sept. 30, 2026, as well as a $7 billion regulatory termination in the event the transaction does not close due to regulatory matters.
Paramount has also agreed to pay the $2.8 billion termination fee that Warner Bros. would be required to pay to Netflix to terminate the existing merger agreement.
Due to the promised $2.8 billion termination fee, Netflix’s shares increased by 10 percent in after-hours trading following the decision.
Paramount CEO David Ellison expressed gratitude to the Warner Bros. Discovery board prior to Netflix backing out.
“We are pleased WBD’s Board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing,” Ellison said.
