This comes nearly two months after Warner Bros rejected Paramount’s initial $30-a-share bid in favour of a deal to sell its streaming and studio businesses to Netflix.

Warner Bros’ board said Paramount has addressed many issues noted in previous offers. “To be clear, our Board has not determined that your proposal is reasonably likely to result in a transaction that is superior to the Netflix merger,” Warner Bros Chairman Samuel DiPiazza Jr. and CEO David Zaslav wrote in a letter to Paramount.

“We continue to recommend and remain fully committed to our transaction with Netflix.”

Warner Bros. Discovery Board Weighs Paramount’s Sweetened $30 Per Share Bid

Paramount has offered to increase its bid to $31 per share if Warner Bros agrees to open formal talks. The company has also provided a personal guarantee of $40 billion in equity from Oracle founder Larry Ellison, father of Paramount CEO David Ellison.

Warner Bros said it expects Paramount’s best and final offer to exceed that amount.

Paramount’s latest attempt to win over shareholders includes extra cash for each quarter the deal fails to close and covering the $2.8 billion breakup fee Warner Bros would owe Netflix if the merger falls through.

Despite these concessions, Warner Bros said Paramount’s offer still leaves important issues unresolved, including coverage of potential $1.5 billion junior lien financing fees and full certainty of equity funding.

The Netflix deal, which values Warner Bros’ studios and streaming assets at $82.7 billion, is still the board’s recommended option.

Shareholders are scheduled to vote on the merger on March 20, after Warner Bros spins off its Discovery Global cable operations into a separate public company.

Discovery Global includes CNN, TLC, Food Network, and HGTV and could fetch between $1.33 and $6.86 per share, according to Warner Bros estimates.

Paramount has also pushed to nominate directors to Warner Bros’ board, with Pentwater Capital CEO Matt Halbower among potential candidates. “Every substantive complaint that the Warner Bros board had with Paramount’s previous offer has been addressed,” Halbower said last week.

Activist investor Ancora Holdings, which owns nearly $200 million in Warner Bros shares, has urged the company to fully engage with Paramount’s proposal. Netflix, meanwhile, acknowledged the renewed talks but reaffirmed its confidence in the merger.

“While we are confident that our transaction provides superior value and certainty, we recognize the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY’s antics,” Netflix said.

Paramount Skydance’s market value stands at $11.1 billion, with shares trading around $10.32. Warner Bros Discovery’s market cap is roughly $69.4 billion, with shares at $27.99.

Netflix is by far larger at $324.6 billion, trading near $76.87. Analysts say this scale explains why the Netflix offer is seen as more stable despite its lower total dollar value.

With a goal to separate the high-growth digital business from the weight of traditional TV, one company will handle streaming and studios; the other, legacy television. 

The restructuring will see Warner Bros. Television, DC Studios, HBO, HBO Max, and the company’s extensive film and TV archives form a new entity focused on streaming and content production. 

Meanwhile, CNN, TNT Sports, Discovery Channel, and the rest of the company’s linear television brands, across the U.S. and Europe, will sit under a second company called Global Networks.

The announcement comes as WBD tries to turn around years of financial stress. Since its 2022 merger with WarnerMedia, the company has faced the dual challenge of high costs of streaming and falling cable revenues. 

CEO David Zaslav, who will lead the new Streaming and Studios company, stated in an internal memo: “While the work has been challenging at times, we’ve made strong progress in returning our film and television studios to industry leadership.”

WBD is borrowing $17.5 billion through a short-term loan, aiming to buy back a portion of its $37 billion debt before the breakup. The precise allocation of debt between the two new companies remains unclear, but WBD has indicated the majority will be assigned to Global Networks.

This financial reshuffle has implications well beyond Warner Bros. Analysts are already speculating about possible mergers or partnerships. 

With Global Networks keeping a 20% stake in the Streaming and Studios business, and no final names announced for the spin-offs, it’s not out of the question that WBD could become a player in the next big media consolidation wave.

If Zaslav’s strategy succeeds, the split could shield the fast-growing streaming business from the financial drag of traditional cable TV. But if it doesn’t, WBD could find itself with one company weighed down by debt and another struggling to find direction in the competitive streaming market.

Zaslav said, “By operating as two distinct and optimised companies in the future, we are empowering these iconic brands with the sharper focus and strategic flexibility they need to compete most effectively in today’s evolving media landscape.”

There’s still no word on whether either of the new companies will keep the “Warner Bros.” name. CFO Gunnar Wiedenfels is set to lead Global Networks after the split, while both Zaslav and Wiedenfels will remain in their current roles until the separation is finalised.