Netflix Changes Warner Bros. Proposal to All-Cash Structure
Netflix has revised its proposal for Warner Bros. Discovery’s streaming and film assets, shifting to an all-cash offer. The move replaces an earlier structure that combined cash with Netflix stock.
Netflix said the change provides greater clarity and certainty for Warner Bros. shareholders. The company believes a cash-only structure will accelerate approvals and strengthen the competitiveness of its bid.
Source: About Netflix
Deal Changes Aim to Speed Up Shareholder Approval Process
Both companies said the revised structure simplifies the shareholder voting process. An all-cash deal removes exposure to stock market volatility, which can complicate share-based transactions.
Executives argued that the clearer terms allow investors to evaluate the proposal more easily. The companies expect the change to shorten approval timelines and reduce uncertainty.
Rival Paramount Skydance Keeps Pressure on Competing Bids
The revised offer comes as Paramount Skydance continues to advance a competing acquisition proposal. The rival group has questioned Warner Bros. leadership over transparency and deal valuation.
Paramount has argued that Netflix’s structure inflates asset prices and has pursued legal action seeking deeper access to financial details. The competition has intensified scrutiny around the bidding process.
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Netflix Targets Warner Bros. Content Library Expansion
Under the proposal, Netflix would gain control of Warner Bros.’ extensive film and television catalog. Major franchises such as Harry Potter and Game of Thrones are included among the assets.
HBO Max would also be part of the transaction, significantly expanding Netflix’s premium streaming offerings. Analysts see content depth as central to Netflix’s long-term growth strategy.
Transaction Valuation Remains Unchanged Despite Restructuring
Netflix has maintained its proposed price of $27.75 per share for the targeted assets. The streaming and film businesses remain valued at roughly $72 billion.
Including debt, the total enterprise value is estimated at about $82 billion. Warner Bros. shareholders would retain stakes in the spun-off legacy assets under the deal structure.
Investor Concerns Persist Over Market Concentration Risks
Critics warn that either proposed merger could increase consolidation in the entertainment industry. Regulatory scrutiny is expected to intensify as negotiations progress.
Since the proposal became public, Netflix shares have fallen more than 10%. The decline suggests investor caution, despite the company reporting strong recent financial results.
Netflix Defends Strategic Fit and Industry Investment Plans
Netflix executives said the companies align well across technology, content creation, and global distribution. They argue integration would improve personalization and enable larger-scale production.
The company reiterated commitments to invest in U.S. production and expand opportunities for creators. Netflix said the deal would strengthen industry stability and support long-term innovation.
