Paramount extends $77.9B Warner bid as tender window moves to Feb. 20

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Artem Shendetskii

22.01.2026

Paramount extends $77.9B Warner bid as tender window moves to Feb. 20 — Paramount ramps pressure on Warner board with proxy fight vs Netflix deal

Skydance-owned Paramount is extending the tender offer window in its $77.9 billion hostile bid for Warner Bros. Discovery, giving shareholders until Feb. 20 to tender shares at $30 in cash.

The price remains unchanged, valuing the deal at more than $108 billion including debt, and marking the second extension since Paramount challenged Warner’s merger agreement with Netflix, reports Yahoo Finance.

Paramount said more than 168.5 million shares have been tendered so far, still well short of the majority threshold needed to gain control. At the same time, Paramount is escalating pressure by preparing a proxy fight and filing preliminary materials to solicit votes against the Netflix transaction. The move signals Paramount is aiming to win both through shareholder participation and board-level influence. With competing offers on the table, Warner shareholders are being pushed into a high-stakes decision on valuation, structure, and long-term upside.

Two competing visions complicate the shareholder calculus

Warner’s board continues to back Netflix’s $72 billion all-cash deal for its studio and streaming business, an offer that implies roughly $27.75 per share and about $83 billion in enterprise value including debt. Paramount argues its bid is superior because it targets the entire company, including the cable and news assets Netflix would leave behind. That distinction matters: Netflix wants Warner’s studios and HBO Max, while Paramount’s offer would fold everything into one entity, putting CNN and CBS under the same roof. Paramount is also warning that Warner’s debt and the planned spinoff of its networks division could reduce the final value delivered to shareholders under the Netflix structure.

If Netflix closes, Warner’s networks are expected to be separated into a new company called Discovery Global, reshaping what investors ultimately own. In practice, the outcome hinges not just on headline price, but on which assets stay together and how liabilities are allocated. The more complex the structure, the more room there is for disagreement over what shareholders are actually being paid for.

A long road ahead as antitrust and politics loom large

Even if either side gains momentum, a Warner sale is likely to stretch into a drawn-out process with major regulatory scrutiny. A full-company combination under Paramount could face steeper antitrust questions given the broader footprint across media, streaming, and news. Netflix’s narrower bid may look cleaner on paper, but the size of the transaction and the reshuffling of assets could still raise competition concerns. The growing use of a proxy battle suggests the dispute may turn into a governance war before it becomes a purely financial decision.

That adds uncertainty for shareholders, who may see deal timelines and terms change as pressure mounts. Politics could further complicate the process, with President Donald Trump signaling unusual interest in the outcome of major media consolidation. In the end, the fight is no longer only about price — it’s about control, structure, and which version of Warner regulators and investors will accept.

Recently we wrote that Netflix CEO Ted Sarandos said the company is rethinking what “television” even means as platforms like YouTube reshape the media landscape.

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