Warner Bros recommends investors reject Paramount's offer in favor of Netflix's

Warner, which owns the Warner Bros. Pictures movie studio and HBO, agreed earlier this month to a cash-and-stock offer from Netflix valued at $72 billion. As part of that deal, Warner would first spin off its its cable TV assets, including CNN and Discovery. Days later, Paramount made a hostile, all-cash offer for all of Warner's properties valued at $77.9 billion.

With the fate of marquee movie-making and streaming services on the line, a Warner deal with either company would face intense scrutiny from U.S. regulators.

Paramount has argued that its offer — coming from a smaller company — would face an easier road with regulators. Warner's board disputed that claim in its letter to shareholders, who ultimately have the power to decide which offer to accept.

Netflix offered Warner shareholders $23.25 in cash, plus $4.50 in Netflix shares, for each share of Warner. Paramount is offering $30 in cash for each share of Warner.

Warner's stock price fell more than 2% Wednesday to $28.21 per share. Shares of Paramount fell 5.4%, while those of Netflix rose 0.2%.

An acquisition by Netflix would be completed only after Warner finalizes its previously announced separation of its cable operations.

Paramount urged Warner shareholders on Wednesday to tell the company they prefer Paramount's "superior offer."

"We will continue to move forward to deliver this transaction, which is in the best interest of (Warner) shareholders, consumers, and the creative industries," Paramount CEO and Chairman David Ellison said.

Paramount has claimed it made six different bids that Warner leadership rejected before announcing its deal with Netflix on Dec. 5.

Critics of Netflix's deal say that combining the massive streaming company with Warner's HBO Max would give it overwhelming market dominance, whereas the Paramount+ streaming service is far smaller.

"This is something that we've heard for a long time — including when we started the streaming business," Netflix co-CEOs Greg Peters and Ted Sarandos said in a filing through Warner Bros. "Our stance then and now is the same — we see this as a win for the entertainment industry, not the end of it."

Warner shareholders have until Jan. 8 to vote on Paramount's offer.

Bids from both Netflix and Paramount have raised alarm for what they could mean for film and TV production. While Netflix has agreed to uphold Warner's contractual obligations for releasing films in theaters, critics fear the streaming giant will ultimately favor online releases. Paramount and Warner Bros. are two of the biggest studios left in Hollywood.

A combination of Paramount and Warner would bring CBS and CNN under the same roof. That could raise questions about news media consolidation and shifts in editorial control — as seen at CBS News leading up to and following Skydance's $8 billion purchase of Paramount, which it completed in August.

President Donald Trump has been vocal about his plans to play a role in regulatory approval.

Trump has said Netflix's deal "could be a problem" because of the potential for an outsized control of the market. The Republican president has a close relationship with Oracle's billionaire founder Larry Ellison — the father of Paramount's CEO.

Affinity Partners, an investment firm run by Trump's son-in-law Jared Kushner, previously said it would invest in the Paramount deal. But on Tuesday, the firm announced it would be dropping out.

The sovereign wealth funds of Saudi Arabia, Abu Dhabi and Qatar are backing Paramount's bid, a detail some analysts say should be drawing more scrutiny.

"The same U.S. officials and regulators who've sounded alarms about China's influence on TikTok should be crying foul here," said Mike Proulx, vice president and research director at Forrester, a market research company. "The stakes on (Warner's) fate are higher and wider-reaching than a single short-form video app."

Warner's board cited concern about the involvement of foreign investors in its letter to shareholders.

It also was critical of Paramount's decision to use an Ellison family trust to backstop the offer for Warner, which it said is not the same thing as a "full and unconditional financing commitment." The family trust lost billions in value this month after shares of Oracle tumbled on concerns it was spending too much on artificial intelligence.