The Ellisons pledged large sums of cash. They told Warner Bros. Discovery CEO David Zaslav they would offer him a package worth hundreds of millions of dollars. For four months, David Ellison aggressively emphasized that Paramount Skydance had the best offer.
So far, none of that has been enough to sway Warner Bros. Discovery’s board of directors.
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Warner Bros. Discovery’s board of directors formally rejected Paramount Skydance’s unsolicited $30 per share offer for the entire company on Wednesday, saying it would stick with its “advanced” deal offer with Netflix. As part of its response to WBD, the company revealed a timeline of interactions between Warner Bros. Discovery and Paramount, which sparked controversy in the weeks when Paramount’s David Ellison was aggressively pushing for the entire deal to acquire WBD for billions of dollars.
The WBD filing lays out the chronology of events and meetings that led to WBD’s announcement on December 5 of a deal to sell Warner Bros. Studios and HBO Max to Netflix, followed by David Ellison’s hostile takeover bid, and on December 17 when WBD’s board of directors formally rejected a $30/share offer.
According to filings with the SEC, WBD CEO David Zaslav told the company’s board of directors after David Ellison first made his $19/share offer in September that the Ellison family (David and his father, billionaire Larry Ellison) “represented to him that if a transaction between PSKY and WBD occurred, Mr. Zaslav would receive a compensation package worth hundreds of millions of dollars.” According to WBD In the filing, Zaslav told the Warner Bros. Discovery board that “he informed the Ellisons that it would be inappropriate to discuss any such arrangement at that time.”
Note that whether Warner Bros. sells it to Netflix or Paramount, Zaslav will receive a windfall of hundreds of millions of dollars from his WBD stock holdings, and he’s expected to become a billionaire if either deal goes through.
In order for Paramount’s hostile bid to overturn the Netflix agreement, both WBD’s board of directors and WBD shareholders would have to approve the proposal unless Paramount acquires at least 90% of WBD’s outstanding common stock in support of the proposal.
WBD also stated in the filing that Zaslav “is subject to a non-competition covenant and a non-solicitation of clients and employee covenants applicable during his employment and for 24 months thereafter, unless the employment is terminated by Mr. Zaslav without cause or by Mr. Zaslav for ‘good cause,’ in which case the restriction period will be reduced to 12 months after such qualifying termination.”
According to WBD, Ellison first formally expressed interest in acquiring the company to Paramount during a meeting with Zaslav on September 14. This comes after the Wall Street Journal reported on September 11 that Paramount was preparing to acquire WBD, which sent shares of Warner Bros. Discovery soaring.
At the first meeting, Ellison proposed combining WBD and Paramount Skydance in a deal in which WBD shareholders would receive a 60%-40% cash stock mix, with each outstanding share of WBD common stock exchangeable for $11.40 in cash and 0.404 shares of PSKY Class B common stock. The offer was subsequently made in writing, implying a value of approximately $19.00 per share of WBD common stock.
The original proposal “recommended that Mr. Zaslav serve as chairman of the combined company’s board of directors and that PSKY ‘also expects other WBD directors to join the combined company’s board of directors.”
On September 15, the WBD board of directors met to discuss the “potential risks and benefits” of Paramount’s proposal. “The WBD Board of Directors noted that PSKY’s September 14 proposal materially undervalued WBD (especially given that PSKY’s stock price was inflated relative to recent unaffected prices prior to rumors of a potential transaction), that the proposal lacked details or commitments regarding equity financing, and that the stock consideration provided by PSKY was comprised of PSKY’s non-voting Class B common stock, ensuring that the Ellison family would retain voting control of the combined entity with a minority financial interest in the combined company.”
On September 22, Zaslav and WBD board chairman Samuel Di Piazza Jr. sent a letter to Ellison rejecting Paramount’s offer—the first of six rejections that would follow. Later that day, Ellison called Zaslav and asked Zaslav to meet with his father, Larry Ellison, to discuss Paramount’s interest in acquiring WBD. Mr. Zaslav agreed.
On September 24, Zaslav, WBD Board Chairman Emeritus John Malone and Larry Ellison held a video conference to discuss Paramount’s preliminary proposal. At that meeting, Zaslav “reaffirmed the reasons for the decision communicated by the WBD Board of Directors in a letter to Mr. D. Ellison dated September 22, 2025, as well as the WBD Board of Directors’ commitment to the spin-off plan as the best way to create value.”
The Ellisons persevered. Paramount Skydance submitted bids of $22 per share on September 30; $23.50 per share on October 13; $25.50 per share on November 20; an all-cash bid of $26.50 per share on December 1; and a $30 per share offer on December 4. According to Paramount, Ellison sent Zaslav a text message about the final offer on December 4, including one that read, “It would be the honor of a lifetime to be your partner and owner of these iconic properties,” but never received a reply.
Paramount ended up competing against three bidders for the deal: Netflix, Comcast and an unidentified third company known as “Corporation C,” described in the filing as “a U.S. media company,” which submitted a proposal to acquire Discovery Global (WBD’s television network business) and a 20% stake in WBD’s streaming and studio businesses, including HBO Max, for $25 billion in cash. According to the document, “WBD determined that Company C’s proposal was not feasible at the time.”
In the Dec. 1 bid, Comcast (referred to as “Company A” in the filing) proposed merging WBD’s streaming and studio businesses with certain related businesses of Comcast for a consideration of $5.25 per share in cash and one share of outstanding WBD common stock “so that WBD shareholders would own 49% of the combined company.”
Comcast set a “headline price” for WBD stock at $35.43 a share in its Dec. 1 bid, based on various valuation assumptions it made in its bid. Comcast’s bid also includes a regulatory termination fee of $5 billion and a WBD termination fee of $2.275 billion.
According to the WBD filing, “The WBD Board of Directors believes that, while Company A’s proposed transaction may have strategic advantages, the value of the equity portion of Company A’s offer is uncertain, Company A’s proposed consideration package contains a lower cash percentage than Netflix and PSKY, and the complex transaction structure will require a longer period of time to complete due diligence and documentation.”
According to WBD’s version of events, “Given that Netflix submitted the highest meaningful bid in the December 1 tender, accompanied by the most actionable legal documents, with few issues to resolve, the WBD Board of Directors unanimously decided to expedite discussions with Netflix to resolve remaining issues in the Netflix Merger Agreement Markup and other transaction agreements.” “At the same time, the WBD Board of Directors directed WBD’s management and advisors to continue to engage with Company A and PSKY and provide them with WBD’s The board discussed the flaws in its proposal with unanimous feedback.”
Ultimately, the WBD board rallied around Netflix and emerged as the winning bidder.
Warner Bros. Discovery Channel’s board of directors said in a letter to shareholders issued on December 17, “The terms of the Netflix merger are extremely favorable. The PSKY acquisition provides insufficient value and imposes numerous significant risks and costs on WBD.”
In rejecting Paramount’s $30-per-share hostile bid for WBD, the board said Paramount “has consistently misled WBD shareholders into believing that its proposed transaction had the ‘full support’ of the Ellison family. This is not the case and never has been.” Additionally, the Warner Bros. Discovery board claimed Paramount’s $9 billion merger cost synergy target for Skydance ($3 billion from Skydance-Paramount and $6 billion from its partnership with WBD ) will “make Hollywood weaker, not stronger.”
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