Paramount files proxy materials urging WBD shareholders to reject Netflix deal

Paramount Skydance Corporation has filed preliminary proxy materials with the US Securities and Exchange Commission, seeking to persuade Warner Bros. Discovery shareholders to vote against the company’s amended transaction with Netflix Inc.

The filing comes as Paramount extended its $30-per-share all-cash tender offer for WBD shares to February 20, 2026, valuing the transaction at an enterprise value of about $108.4 billion. Paramount said the offer provides greater value and certainty than the proposed Netflix deal, which it estimates values WBD at about $82.7 billion.

According to Paramount, WBD shareholders would receive $27.75 per share in cash under the Netflix transaction, with the final consideration dependent on how much debt is allocated to Discovery Global following a planned separation. Paramount has argued that higher leverage at Discovery Global could materially reduce the cash ultimately received by WBD shareholders.

Paramount also criticized WBD for seeking shareholder approval of the Netflix transaction without disclosing full financial and capital-structure details of Discovery Global, which it said are necessary to assess the true value of the deal. It added that WBD’s own advisers have valued Discovery Global equity at less than $1 per share in certain scenarios.

In addition, Paramount warned of regulatory risks associated with a Netflix–WBD combination, arguing it would further entrench Netflix’s dominance in global streaming markets, particularly in Europe. By contrast, Paramount said a merger between Paramount and WBD would be more pro-competitive and supportive of theatrical exhibition and content creation.

As of January 21, 2026, more than 168 million WBD shares had been tendered into Paramount’s offer, according to the company. Paramount urged WBD shareholders to vote against the Netflix transaction and tender their shares in support of its bid.