Warner Bros. Discovery on Tuesday said it will reopen deal talks with Paramount Skydance under a seven-day waiver from Netflix to explore “deficiencies” in Paramount’s offer to buy the entirety of WBD.
The legacy media company has a pending transaction with Netflix for its streaming and studio businesses. Paramount launched a hostile tender offer straight to WBD shareholders at $30 per share after losing out to Netflix in a bidding war.
“Netflix has provided WBD a limited waiver under the terms of WBD’s merger agreement with Netflix, permitting WBD to engage in discussions with Paramount Skydance (“PSKY”) (NASDAQ: PSKY) for a seven-day period ending on February 23, 2026 to seek clarity for WBD stockholders and provide PSKY the ability to make its best and final offer,” Warner Bros. Discovery said in a release.
“During this period, WBD will engage with PSKY to discuss the deficiencies that remain unresolved and clarify certain terms of PSKY’s proposed merger agreement,” it said.
Paramount leadership has repeatedly said its $30 per share, all-cash offer is not its “best and final.” Last week the company sweetened its offer with additional “enhancements,” but stopped short of raising the per-share value.
Warner Bros. Discovery said Tuesday that a senior Paramount representative informed a WBD board member that it would pay $31 per share if deal talks were to reopen.
“Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders,” said WBD CEO David Zaslav in a statement. “Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer.”
After the limited waiver period, Netflix will retain its matching rights provided by the merger agreement, WBD said.
Netflix co-CEO Ted Sarandos told CNBC’s Julia Boorstin on Tuesday the waiver was granted to give shareholders clarity.
“Paramount had been making a ton of noise, flooding the zone with confusion for shareholders … including floating all these hypothetical offers and talking directly to the shareholders and bypassing the Warner Bros. Discovery board,” Sarandos said. “So we’ve given the opportunity to get those shareholders exactly what they deserve, which is complete clarity and certainty.”
Asked about Netflix’s matching rights, Sarandos declined to comment on how high the company would push its own offer, which currently stands at $27.75 per share, all-cash for the streaming and studio assets.
“I don’t want to get into the hypotheticals,” he said. “Let them make a move, and then we’ll see where the next step takes us.”
Paramount in a statement on Tuesday acknowledged WBD’s earlier announcement, noting that it still believed its offer to be superior to the proposed Netflix deal.
“Although the Board’s actions are unusual, Paramount is nonetheless prepared to engage in good faith and constructive discussions,” Paramount said.
Still, Paramount said it will move forward with its tender offer as well as its intention to nominate directors to WBD’s board during its annual meeting.
WBD also on Tuesday announced a special meeting of shareholders will be held on March 20 and said its board continues to unanimously recommend the Netflix deal over Paramount’s offer.
Netflix said in a statement the shareholder meeting date marked an “important milestone for our transaction with WBD.”
“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. “Accordingly, we granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matter.”
Shares of Warner Bros. Discovery gained almost 3% Tuesday. Shares of Paramount gained about 5%.
Raising regulatory concerns
Either proposed purchase of Warner Bros. Discovery assets comes with regulatory questions.
Media industry insiders and lawmakers have questioned whether Netflix’s proposed deal would win approval as it would bring together two of the top streaming services and could result in higher prices for consumers.
Netflix leadership has repeatedly said the company believes it would win regulatory approval for the deal because it would preserve jobs in a challenged media landscape rife with layoffs.
Paramount has sounded the alarm to WBD shareholders, however, and argues its offer is not only better but would more easily garner government support.
On the flipside, Paramount’s offer has raised questions of foreign funding and antitrust considerations in bringing together two large portfolios of pay TV channels and two major film studios.
Paramount’s deal is financed in part by sovereign wealth funds of Saudi Arabia; Abu Dhabi, United Arab Emirates; and Qatar. Paramount has said those entities have agreed to forgo any governance rights.
In its statement on Tuesday, Netflix called out the foreign funding, which it said it expects to come under scrutiny from international regulators, including the Committee on Foreign Investment in the United States (CFIUS). Netflix said it also expects European authorities “to scrutinize the Middle Eastern investors in PSKY’s consortium and to be skeptical of claims that they are purely passive investors.”
Given Europe’s track record of antitrust enforcement, it’s possible regulatory battles for either deal would be won or lost in that market. Of course, the question still looms of how President Donald Trump will view either transaction. Trump recently said he hadn’t been involved in the process so far and didn’t plan to be, though he has reportedly met with executives from each camp.
“PSKY does not have a faster regulatory path,” Sarandos told CNBC Tuesday. “I don’t know why the Ellisons would insinuate they have some inside track into the Department of Justice, but I can assure you they don’t. And in terms of our regulatory [position] in Europe and around the world, we are known entities and trusted entities with all the players in Europe.”
Netflix’s statement on Tuesday “unsurprisingly points to a number of arguments Netflix believes it has in its favor,” according to an analyst note from Raymond James on Tuesday, “including better prospects for approval, a clearer national security picture, and financial security.”
