Paramount criticizes Warner's sale 'approach' while disclosing a two-year endeavor, increasing offers prior to taking aggressive action.

The submission disclosed Paramount's chief executive's final attempt at communication via text to his WBD counterpart, David Zaslav, around 4 p.m. ET on December 4, the day prior to Netflix's eventual announcement of its agreement, as previously conveyed by the Financial Times. “ David, I understand you're swamped today, so I aimed to send a brief message. Kindly consider that during your subsequent board assembly, we intended to present a proposal that encompassed all the matters you discussed with me,” stated David Ellison, seemingly sensing his objective was becoming unattainable.

“Also please know despite the noise of the last 24 hours I have nothing but respect and admiration for you and the company,” Ellison added. “It would be the honor of a lifetime to be your partner and to be the owner of these iconic assets. If we have the privilege to work together you will see that my father and I are the people you had dinner with. We are always loyal and honorable to our partners and hope we have the opportunity to prove that to you. Best, David.” Later that day, Paramount sent Zaslav a letter criticizing a “tainted” sale process.

Paramount told investors today that it continued to believe it was never taken seriously. “During the entirety of the sale ‘process’ undertaken by the Warner Bros. Board, representatives of Warner Bros. Did not provide a single markup of a single transaction document, have a single meeting to go page-by-page through the documents, or engage in a ‘real time’ back-and-forth negotiation with Paramount or its advisors.”

Early outreach in 2023

During 2023 and 2024, Paramount's former entity, Paramount Global, and Warner Bros. Engaged in sporadic discussions concerning a potential consolidation. However, these exchanges concluded without an agreement, as Paramount Global opted instead to join forces with Skydance, overseen by the present CEO Ellison. Following the completion of that arrangement in August 2025, Paramount's updated management reconsidered the prospect of an alliance with Warner Bros., determining that such a union might establish a more robust, scaled rival to streaming services and major technology firms, according to the SEC filing.​

The situation grew more pressing in June 2025 as Warner Bros. Openly revealed its intentions to divide into two entities, aiming to finalize this by mid‑2026, a course of action it maintained its support for until the early fall. Paramount felt this division would diminish worth and significantly complicate any subsequent acquisition of the entire company, prompting a swift decision to act, recognizing a limited opportunity to purchase all of Warner Bros. Prior to the split's implementation.

Paramount's increasing offers

The filing indicated that by the beginning of September 2025, news emerged suggesting Paramount was planning a bid, which contributed to a significant increase in Warner Bros.’ Stock value. It had closed at $12.54 before the speculation, and by September 15, the day following Paramount's proposal of $19 per share in cash and stock, it was valued at $19.46. (The New York Times reported concerning Paramount's confidential offers in October.)

Warner Bros. Dismissed that strategy swiftly, stating the offer didn't reflect the company's worth and that their own separation proposal offered superior future returns. Paramount countered on September 30 with a more favorable bid valued at $22 per share, largely in cash, and enhanced the agreement's security measures. These included a $2 billion severance payment and a pledge to pursue legal action for regulatory approval, while also suggesting positions for Zaslav as joint CEO and joint board Chairman of the merged entity.

Warner Bros. Also rejected this suggestion, reiterating its assessment that it was insufficient and asserting that its intended divestiture was still preferable, a position that only reinforced Paramount's belief that the directors were not fully grasping the operational advantages of a merger. In October, Warner Bros. Made a public declaration of a broader examination of “strategic alternatives,” indicating it would initiate a formal divestiture procedure and had garnered attention from various entities for the entire enterprise and particular divisions like its streaming service.

Paramount endeavored to join the proceedings under more advantageous conditions, objecting to an initial confidentiality pact from Warner Bros. This agreement stipulated an extended period of non-disclosure, stringent oversight of financial discussions, and relinquishment of possible legal recourse concerning the transaction. Paramount's representatives sought a reduced non-disclosure period, “most‑favored‑nation” consideration compared to other interested parties, and the liberty to contest the proceedings should Warner Bros. Revert to its divestiture strategy, highlighting significant apprehension regarding the auction's execution.

Pre-acquisition investigation and funding acceleration

Throughout the proceedings, Paramount received restricted entry to a digital repository, which it perceived as “sparsely populated” considering the magnitude and intricacy of a prospective transaction. In the middle of November, Warner Bros. Conducted a face-to-face executive briefing in California, concurrently with antitrust legal counsel for each party convening to evaluate governmental hurdles and present justifications that a combination of Paramount and Warner Bros. Would foster competition within an arena controlled by technology-supported streaming behemoths.

Concurrently with those discussions, Paramount's board established a dedicated committee composed of impartial directors to evaluate a substantial equity investment from The Ellison family and the private equity firm RedBird. Furthermore, Paramount secured a $54 billion senior secured bridge loan arranged by major financial institutions on Wall Street.

A bidding war with Netflix

Paramount presented a revised offer on November 20, elevating its implied valuation to $25.50 per share. This offer was predominantly in cash, supported by secured debt financing and pledged equity. The proposal also featured a $5 billion fee for regulatory deal termination and more robust legal commitments, indicating Paramount's readiness to challenge regulatory bodies if necessary to finalize the acquisition. (Netflix agreed to a $5.8 billion termination fee in its successful offer, a sum Bloomberg noted as one of the largest ever recorded.)

Despite Paramount enhancing its proposals, public discourse indicated that certain prominent Warner Bros. Individuals viewed Netflix as a superior collaborator, especially given its dedicated streaming operations and worldwide presence. At one specific November 13 interview on CNBC, the former chairman of WBD, John Malone, raised doubts about Paramount's involvement and explored the advantages of an agreement with Netflix, fueling market conjecture that Warner Bros.' Executives might favor a streaming-centric alliance rather than a traditional studio consolidation.

Netflix agreement and Paramount's shift to an offer

The process concluded on December 4, 2025, at which point Warner Bros. Entered into a merger pact with Netflix, leading to Netflix's acquisition of Warner Bros.’ Online video services following an intricate internal restructuring and divestiture of other holdings. This arrangement provided currency and Netflix shares valued at approximately $27.75 each, though it incorporated modifications linked to the net debt from the divestiture and a 21‑month ultimate completion deadline.

Paramount issued a reply on the same day with what it terms its “Prior Proposal,”, a proposed merger that values Warner Bros. At $30 per share in cash. Paramount contends this offer includes more robust regulatory assurances, an earlier deadline, and no reduction in price based on financial statement factors. Despite this, when Warner Bros. Ultimately selected the Netflix proposal, Paramount determined the board had selected a “obviously financially inferior transaction with extraordinary regulatory risk and a longer timeline to a possible closing,” and resolved to approach shareholders directly.

Paramount, WBD, and Netflix did not immediately respond to requests for remarks regarding the occurrences detailed in the filing. This post will be updated with any replies received.

Editor’s note: the author worked for Netflix from June 2024 through July 2025.

For this story,  Coins2Day  news reporters employed AI that creates content as a means to investigate. An editorial staff member confirmed the correctness of the details prior to its release.