The fight over control of Warner Bros. Discovery is heating up, and it could have ripple effects across the entertainment landscape — including All Elite Wrestling.
Warner Bros. Discovery, AEW’s longtime broadcast and streaming partner, has officially rejected a hostile acquisition attempt from the Paramount Skydance group led by David Ellison. The move comes after WBD recently agreed to a major deal with Netflix, which would see the streaming giant acquire a significant portion of WBD’s assets, including Warner Bros. Pictures and HBO Max.
Following that agreement, Paramount launched an aggressive all-cash tender offer directly to WBD shareholders, offering $30 per share and valuing the company at roughly $108 billion. Unlike Netflix’s proposal, Paramount’s bid would include WBD’s entire portfolio, including its linear television networks.
According to The Hollywood Reporter, WBD’s board has now formally rejected Paramount’s offer, telling shareholders it is “inferior” to Netflix’s deal and warning that the bid carries “numerous significant risks and costs.” With that decision made, Paramount’s options are limited: either convince shareholders to sell at the current price or return with a higher offer in hopes of disrupting the Netflix agreement.
WBD Board Chair Samuel A. Di Piazza, Jr. said the rejection followed a comprehensive review of Paramount’s proposal. In a statement, Di Piazza said the board determined the offer undervalued the company while placing unnecessary risk on shareholders. He added that the bid failed to resolve issues WBD had already raised during discussions around Paramount’s six previous proposals.
Di Piazza emphasized that WBD believes the Netflix transaction offers stronger and more certain value, stating the company is confident in the long-term upside of that partnership.
THR noted that the board’s response was widely expected. Paramount’s tender offer closely resembled a proposal submitted earlier in December, shortly before WBD finalized its agreement with Netflix. WBD has repeatedly expressed concerns about Paramount’s financing, particularly questions surrounding foreign investment and whether Oracle founder Larry Ellison would fully guarantee the deal.
In a December 17 filing, WBD specifically pointed to issues with the backstop provided by Ellison’s revocable trust, citing a lack of transparency regarding the trust’s assets and liabilities. The filing also raised red flags about funding tied to Middle East sovereign wealth funds, including $10 billion from Saudi Arabia’s Public Investment Fund, $7 billion from Abu Dhabi, and another $7 billion from the Qatar Investment Authority.
Paramount has already had to adjust its financing structure. Tencent, which was expected to contribute $1 billion, was removed from the bid, while Jared Kushner’s Affinity Partners has reportedly pulled out of a $200 million commitment. WBD has also stated it sees no meaningful regulatory advantage in Paramount’s proposal compared to Netflix’s.
Looking ahead, THR reports that Ellison and his team were waiting on WBD’s response before deciding their next move. If Paramount increases its offer, Netflix would have the opportunity to counter, potentially setting off a full-scale bidding war. Netflix, for its part, sent a letter to shareholders on December 17 calling its proposal “the right deal, with the right partner, at the right time.”
The report also revealed that Ellison texted WBD CEO David Zaslav just hours before the Netflix deal was finalized, signaling Paramount’s willingness to go higher than $30 per share. Notably, Ellison pointed out that the offer was not labeled “best and final.”
Despite the rejection, Paramount reaffirmed its $30 per share tender offer in a statement released today. Ellison reiterated his belief in the deal, arguing it offers superior value, a clearer path to closing, and avoids leaving shareholders with what he described as an overleveraged linear TV business.
Ellison and senior Paramount executives have continued lobbying investors, including at a recent UBS conference in New York. One attendee told THR they left believing Paramount is prepared to raise its bid and questioned whether Netflix could realistically match a higher offer given recent stock movement following the $83 billion announcement.
With several major WBD shareholders reportedly intrigued by Paramount’s all-cash proposal, pressure could continue to mount. If Paramount ups the ante, WBD may yet find itself forced to reconsider — setting the stage for an even bigger showdown in the media world.
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