Paramount Global launched a hostile takeover bid for Warner Bros. Discovery this Monday, December 8, 2025, at Los Angeles, Califórnia, days after the announcement of an agreement between Warner and Netflix. The proposal, valued at US$108 billion including debt, targets the entire company, including film studios, HBO Max and TV channels such as CNN. The initiative occurs because Paramount considers the pact with Netflix inferior and subject to regulatory obstacles.
Paramount executives sent the offer directly to Warner shareholders, bypassing the target company’s board. David Ellison, CEO of Paramount, stated that the transaction would create a more robust structure for the entertainment sector. The shares of Warner Bros. Discovery rose almost 5% in the pre-market after the release.
The movement intensifies a bidding war that began weeks ago, also involving Comcast. Netflix had closed an $83 billion deal for Warner’s studios and streaming division the previous Friday, December 5th.
- Top assets of Warner targeted by Paramount: Warner Bros studios. Pictures, HBO, HBO Max and linear channels such as CNN and TNT.
- Value per share in the offer: US$30 in cash, higher than the US$27.75 proposed by Netflix.
- Expected timeline: closing within 18 months, after separation of cable TV assets.
Bidding process
A Warner Bros. Discovery began the sale process in September 2025, after rejecting initial proposals from Paramount. The board opted to open a formal bidding round in October, attracting competitors such as Netflix and Comcast.
Paramount submitted six offers over 12 weeks, but claims the process favored Netflix. Documentos internals indicate that adjustments to Warner executive contracts influenced the decision.
Netflix beat rivals with a proposal that includes a $5.8 billion termination fine if regulators reject the deal. Paramount, in turn, offers US$2.8 billion to Netflix if its offer prevails.
Investors are monitoring the outcome, with Warner trading volume growing 20% since the Netflix announcement.
Proposal details
The Paramount offer totals US$108 billion for the complete Warner Bros package. Discovery, contrasting with Netflix’s US$83 billion, limited to studios and streaming. The value includes US$30 per share in cash, financed by sovereign wealth funds from Oriente Médio and partners such as Affinity Partners.
Ellison highlighted that the transaction would preserve the integration of linear TV assets, absent in the Netflix deal. The proposal envisages maintaining 128 million global subscribers of Warner on HBO Max.
Analysts estimate that the deal would increase Paramount’s debt by 40%, but would generate annual savings of US$2 billion in operating costs. Offer expires in 60 days if there is no response.
A Warner Bros. Discovery plans to spin off channels like CNN into a new entity, Discovery Global, by mid-2026, regardless of the winner.
Agreement Netflix under pressure
Netflix announced the US$72 billion equity value pact on Friday, December 5, following exclusive negotiations that began the previous Wednesday. The deal, in cash and shares, gives Netflix control over franchises such as Harry Potter and DC Comics, increasing its subscriber base to more than 420 million.
The company obtained a US$59 billion bridge loan to finance part of the operation, adding to US$16 billion raised in June. Reguladores in the US and Europa assess antitrust risks, with Chairman Donald Trump signaling rigorous review.
If approved, closing will occur in the third quarter of 2026, following the spin-off of TV assets. Netflix committed to maintaining theatrical releases for Warner films, responding to criticism from filmmakers.
Reactions in the sector
Unions such as Writers Guild of America have expressed concerns about impacts on jobs and wage negotiations. The group warned that consolidation would reduce options for independent creators.
Hollywood executives, including former HBO CEO Jason Kilar, criticized the Netflix deal as harmful to competition. Kilar posted on social media that the merger would concentrate excessive power on a single platform.
Comcast, the third competitor, withdrew from the contest after Netflix’s initial victory, but is monitoring developments. Estúdios rivals like Disney see possible effects on content licensing negotiations.
Filmmakers like James Cameron have questioned promises to preserve theatrical windows, calling them insufficient without contractual guarantees.
Regulatory implications
Antitrust authorities in the Estados Unidos scrutinize the potential dominance of Netflix, which holds 35% of the global streaming market. Comissão Europeia has started a preliminary review, focusing on impacts on European content distribution.
Paramount argues that its offer faces fewer barriers, given the lack of concentration on pure streaming. Documentos submitted to Departamento of Justiça highlight benefits for media diversity.
The Netflix deal provides for $5.8 billion in penalties if blocked, while the Paramount offers flexibility on TV assets. Analistas provide for deliberation of up to six months.
American lawmakers, including members of Congresso, will debate public hearings on the topic in January 2026.
Assets in play
The Warner Bros studios. produce 20 big-budget films annually, generating $4 billion in box office revenue by 2024. HBO Max reported 128 million subscribers in the third quarter, with 8% year-over-year growth.
Key franchises include the DC universe, with $7 billion in cumulative revenue, and series like Game of Thrones, which drove 50 million views in recent reruns. The linear TV division, with CNN, reaches 90 million US homes.
Paramount seeks synergies with its own Paramount+, which has 60 million users, to create a unified content hub. The integration could save $1.5 billion in annual production.
Netflix plans to migrate the HBO catalog to its platform in phases, starting with premium titles in the first half of 2026.
Paramount’s hostile bid raises tensions in a sector already pressured by declining traditional TV revenues, which fell 15% in 2025. Acionistas from Warner Bros. Discovery decide the direction, with an assembly scheduled for February.
