Netflix drops out of Warner Bros. race, refuses to match Paramount’s $31-per-share bid

New Delhi: Netflix has declined to raise its offer for Warner Bros., stepping back from the takeover after Warner Bros. Discovery (WBD) informed it that the board had determined Paramount Skydance’s latest proposal qualifies as a “Superior Proposal” under WBD’s merger agreement with Netflix.

In a statement issued by co-CEOs Ted Sarandos and Greg Peters, Netflix said it had been “disciplined” and that, at the price required to match Paramount’s latest offer, the transaction was “no longer financially attractive”.

Netflix said it believed its negotiated transaction offered shareholder value and a clear path to regulatory approval, and described the acquisition as a “nice to have” at the right price, “not a must have at any price”.

The company also said its core business remains “healthy, strong and growing organically”, and that it expects to invest about $20 billion in films and series this year, alongside resuming its share repurchase programme.

What Paramount bid offered

Paramount Skydance’s revised proposal increased the purchase price to $31 per WBD share in cash, and included deal-protection and timing sweeteners.

Those terms include a $7 billion regulatory termination fee payable by Paramount Skydance if the deal fails due to regulatory issues, and a ticking fee designed to compensate shareholders if closing is delayed beyond a set date.

Paramount’s earlier hostile bid, launched in December 2025, was an all-cash tender offer of $30 per share for the entire WBD business, including its Global Networks segment.

Netflix framed its walkaway as a capital discipline call, even while emphasising that the combined company would have strengthened the entertainment industry and preserved and created production jobs.

WBD’s board process is now expected to focus on Paramount Skydance’s revised proposal, after designating it as a “Superior Proposal” under the Netflix merger agreement.