Netflix’s proposed acquisition of Warner Bros. Discovery has reached a new procedural milestone. The Warner Bros. Discovery board has formally recommended that shareholders approve the Netflix merger agreement, while urging them to reject a competing, unsolicited offer from Paramount Skydance.
The update, confirmed in a new press release dated December 17, positions the Netflix Warner Bros. Discovery merger as the board’s preferred and most certain path forward after a strategic review conducted with independent financial and legal advisors. While the deal itself was announced earlier this month, the board’s endorsement marks a shift from announcement to process.
Warner Bros. Discovery Board Endorses Netflix Agreement
According to the release, the WBD board reaffirmed its earlier recommendation that stockholders vote in favor of the Netflix Warner Bros. Discovery merger at the shareholder meeting. The board concluded that Netflix’s fully negotiated and financed agreement offers superior value and greater certainty compared to the Paramount Skydance proposal launched on December 8.
Netflix and Warner Bros. Discovery announced the definitive merger agreement on December 5. Under the terms disclosed, Netflix would acquire Warner Bros., including its film and television studios, HBO, and HBO Max, in a transaction valued at approximately $82.7 billion in enterprise value. The deal values WBD shares at $27.75 each, combining cash and Netflix stock.
Paramount Skydance Offer Rejected by WBD Board
A central point of the announcement is the board’s decision to recommend rejecting Paramount Skydance’s tender offer. The WBD board described the proposal as carrying “numerous risks and uncertainties,” citing concerns about the financing structure, operational restrictions, and the abandonment of WBD’s planned business separation.
The Netflix Warner Bros. Discovery merger, by contrast, allows WBD to proceed with the previously announced separation of its Global Linear Networks business, Discovery Global, which is expected in the third quarter of 2026. That separation is presented as an additional source of value to WBD shareholders, alongside the merger consideration.
Financing, Regulatory Review, and Timeline
Netflix’s letter to WBD shareholders outlines the deal’s financing and regulatory posture in detail. The company confirmed that the transaction includes committed debt financing from major institutions and does not rely on foreign sovereign funds or stock collateral.
Netflix stated that it expects the Netflix Warner Bros. Discovery merger to close within 12 to 18 months, subject to customary regulatory approvals. The company has already submitted its Hart-Scott-Rodino filing and is engaging with U.S. and European competition authorities. Netflix also emphasized that its financing structure does not require review by the Committee on Foreign Investment in the United States.
A $5.8 billion reverse termination fee is included in the agreement, described as the largest cash regulatory termination fee in a public M&A transaction.
Theatrical Releases and HBO Brand Positioning
The press release reiterates Netflix’s stated commitment to releasing Warner Bros. films in theaters with traditional windows. Netflix leadership confirmed that theatrical distribution will remain part of Warner Bros.’ business following the transaction.
Netflix also addressed HBO’s role, noting that the brand will continue to focus on prestige television. The release does not outline changes to creative strategy, programming volume, or release cadence, and makes no claims beyond maintaining existing business lines.
Addressing Market Share and Competition
Netflix’s shareholder letter includes data intended to contextualize antitrust scrutiny. Citing Nielsen figures, Netflix stated that it currently ranks sixth in U.S. television viewing share and that a combined Netflix-HBO/HBO Max entity would remain behind YouTube and Disney in overall share.
The company contrasted those figures with projections tied to the Paramount Skydance proposal, which it claims would result in a significantly higher combined share.
What Comes Next for the Netflix Warner Bros. Discovery Merger
With the WBD board’s recommendation now formalized, the Netflix Warner Bros. Discovery merger moves into the shareholder and regulatory phase. Proxy materials are expected to be filed with the SEC, and WBD shareholders will be asked to vote on the transaction at a future meeting.
Netflix emphasized that this communication does not constitute an offer or solicitation and directed shareholders to forthcoming SEC filings for full details.
Why This Update Matters
Unlike the initial announcement, this development clarifies where the Warner Bros. Discovery board stands after evaluating competing offers. It does not change the terms of the deal, but it does establish a clearer internal consensus as the process advances.
The Netflix Warner Bros. Discovery merger remains subject to regulatory approval and shareholder votes, with no change announced to scope, valuation, or timeline.
Key Details
- Deal: Netflix Warner Bros. Discovery merger
- Announcement date: December 5, 2025
- Board recommendation: Warner Bros. Discovery board urged shareholders to approve the merger on December 17, 2025
- Companies involved: Netflix, Inc. and Warner Bros. Discovery, Inc.
- Assets included: Warner Bros. film and television studios, HBO, and HBO Max
- Transaction value: Approximately $82.7 billion in enterprise value
- Per-share value: $27.75 per WBD share (cash and Netflix stock)
- Regulatory timeline: Expected closing within 12–18 months, subject to approvals
- Theatrical releases: Warner Bros. films to continue releasing in theaters with traditional windows
- Competing offer: WBD board recommended rejecting Paramount Skydance’s unsolicited bid
