Netflix has revised its proposed acquisition of key assets from Warner Bros. Discovery, shifting to an all-cash offer in a move that sharpens an already contentious battle for control of one of the entertainment industry’s largest portfolios. The updated proposal comes roughly six weeks after the companies first announced a deal that would fundamentally restructure Warner Bros. Discovery and redraw competitive lines across film, television, and streaming.
Under the revised terms, Netflix is offering $27.75 per share for Warner Bros. Discovery’s film studio and streaming operations, including HBO. Those assets are expected to be separated into a new, publicly traded company named Warner Bros. later this year. The remainder of the business, including CNN and other linear television networks, would be placed into a separate entity called Discovery Global. Netflix says the transaction will be funded through a combination of existing cash, available credit facilities, and committed financing.
The shift to an all-cash offer is widely seen as a direct response to pressure from Paramount, which has been pursuing its own takeover attempt for all of Warner Bros. Discovery. Paramount has argued that its proposal, reportedly valuing shares at $30 each, is more attractive precisely because it does not rely on stock consideration. Netflix’s earlier offer included a mix of cash and shares, giving Paramount room to position its bid as more certain in value.
By eliminating stock from the equation, Netflix and Warner Bros. Discovery are seeking to remove that point of comparison. In a joint statement, the companies said the revised structure simplifies the transaction and provides greater clarity for shareholders, potentially speeding the path toward a formal vote. Warner Bros. Discovery chief executive David Zaslav said the company expects to schedule a special shareholder meeting in the spring, pending completion of its review by the US Securities and Exchange Commission.
The dispute has escalated beyond competing press statements. Paramount, led by CEO David Ellison, has threatened a proxy fight and has begun laying the groundwork to nominate a new slate of board members. Paramount has also filed suit in Delaware seeking more detailed disclosures around asset valuations, arguing that shareholders need fuller information to assess their options. A judge declined to fast-track that case, but the legal maneuvering underscores how high the stakes have become.
Warner Bros. Discovery’s board continues to back the Netflix transaction, arguing that the combination of an all-cash deal and the creation of Discovery Global offers investors a clearer and potentially stronger long-term outcome. Paramount, for its part, maintains that the linear networks being spun off have limited equity value, a view not shared by WBD’s leadership.
The revised offer arrives just as Netflix prepares to report quarterly earnings, adding another layer of scrutiny to a deal that could reshape the balance of power in global entertainment. Whether the all-cash structure is enough to quiet shareholder concerns or fend off rival bids remains an open question, but it has clearly intensified a struggle that shows no sign of easing.
