Shareholders Decide WBD’s Fate: Cash, Franchises, and Board Blunders

By Lynn Miteva and Chris Mitev

The Warner Bros. Discovery (WBD) board has rejected Paramount Skydance’s enhanced takeover proposal, even after Paramount delivered an extraordinary $40.4 billion irrevocable personal guarantee from Oracle co‑founder Larry Ellison — a financing commitment nearly unheard of for a public company of this size.

Now, the power has shifted.

WBD shareholders — not the board — will determine the company’s fate.

With a direct cash offer on the table and a major theatrical franchise force aligned against a streaming giant’s limited play at theaters, this fight may reshape how Hollywood defines value in the streaming era.

Tender Offer: $30 Cash — Here’s What Shareholders Must Know

Paramount Skydance is offering a clean break. The tender offer provides $30 in cash per share, fully backstopped by Ellison and sovereign wealth funds.

WBD shareholders have the right to tender (“surrender”) their shares to Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation. Key points:

$30 cash per share — no stock, no future performance reliance
Deadline: January 20, 2026 at 7:00 P.M. EST
Elect or change tender instructions until the deadline
All-cash financing backstopped by Ellison and supporting sovereign funds (Qatar, Saudi Arabia, UAE)

This setup cuts the board out of the decision loop. Directors may advise, but shareholders execute.

Paramount Skydance: Proven Global Box Office Execution

Beyond the liquidity, the strategic appeal lies in theatrical dominance.

While Netflix treats cinemas as marketing "pop-ups," Paramount Skydance is a global blockbuster engine.

Paramount Skydance brings established theatrical capability and monetized franchises:

Mission: Impossible franchise: $4.74 billion global box office as of January 2026, ranking among the highest-grossing film series in history
Transformers: Rise of the Beasts: $441.7 million worldwide

For shareholders, this represents a marriage of high-certainty capital and proven operational excellence.

The Netflix Merger Alternative

Value: $27.75 per share (cash/stock mix) plus a spin-off of linear assets (CNN, Food Network).

Risk: WBD shares cease to exist; spin-off assets estimated at ~$1.00 value.

No Fractional Shares: In the Netflix deal, the exchange ratio (e.g., ~0.04 Netflix shares per WBD share) will likely leave most investors with a fraction of a share. Netflix will not issue these fractions

Strategy: Limited theatrical reach; treats cinema as a marketing "pop-up" rather than a revenue engine.

Warner Bros Fiduciary Malpractice

On paper, rejecting $30 cash for a ~$28 speculative package looks like fiduciary malpractice. However, "strategic fit" is often corporate shorthand for self-preservation.

Job Security: A Paramount Skydance (PSKY) victory means immediate termination for the current board and leadership. The Netflix deal offers a "merger of equals" facade where leadership might cling to roles in the new "Discovery Global" spin-off.

The Breakup Fee Shield: By favoring Netflix, the board forces PSKY to pay a $2.8 billion termination fee just to talk to shareholders. It is a poison pill designed to protect their preferred partner.

The "Streaming Dream": The board is betting shareholders would rather own a piece of a streaming giant than have liquid cash—ignoring the fact that Netflix has no interest in WBD’s "legacy" linear TV assets (CNN, Food Network).

What Happens Next

Antitrust: The Final Boss

Shareholder Action

Shareholders can tender shares to Paramount Skydance (PSKY) for $30 cash (instructions changeable/withdrawable by Jan 20, 2026, 7PM EST). Over 50% tendering gives PSKY control; 90% enables short-form merger at $30/share.

Regardless of who wins, the DOJ is already in the building.

Review Status: In-depth probe launched December 23, 2025.
Timeline: Expect 12–18 months of litigation and data requests.
You won’t see a dime or a Netflix share until mid-to-late 2027.

The Risk: If the deal is blocked entirely after 18 months, WBD remains a standalone entity, having wasted two years in a "frozen" operational state while streaming competitors pull ahead.