Warner Bros. Discovery’s board has called Paramount Global’s unsolicited takeover attempt “fake” and urged shareholders to reject the tender offer, saying the proposal is opportunistic, undervalues the company and lacks a credible path to closing, according to a unanimous board recommendation. [1]
WBD board labels Paramount bid “fake,” recommends rejection Warner Bros. Discovery’s board issued a unanimous recommendation that shareholders *reject* Paramount Global’s tender offer, describing the approach as not being in the best interests of WBD’s shareholders and stakeholders. [1] The board’s statement characterized the bid as opportunistic and materially undervaluing the company, arguing the offer fails to reflect WBD’s strategic plan and intrinsic value. [1] According to the board, the proposal does not present a credible path to regulatory approval or a feasible financing plan, which informed their call for shareholders to turn it down. [1]
Key reasons WBD cites for urging shareholders to say no The board laid out several specific concerns behind its recommendation, including valuation, execution risk and regulatory uncertainty. [1] WBD said the tender offer significantly undervalues the company relative to its standalone strategy and long-term prospects. [1] Directors also raised doubts about the bidder’s ability to secure necessary financing and clear antitrust or regulatory hurdles, asserting these execution risks make the offer speculative and dangerous for shareholders. [1]
Market and strategic implications if shareholders follow the board If shareholders heed the board’s unanimous recommendation and reject the tender offer, WBD would remain independent and continue executing its current strategic plan, the board argued. [1] The board’s public rebuke may also deter other suitors or force Paramount to revise its proposal, either by improving price, detailing financing/regulatory plans, or engaging in a negotiated sale process rather than an unsolicited tender. [1] Investors will likely watch trading in both WBD and Paramount shares for signs of market reaction or follow-on moves by either company. [1]
What this means for shareholders and next steps Shareholders should carefully review the board’s recommendation and the formal materials WBD is required to file with regulators before making any decision, the board emphasized in its announcement. [1] The rejection recommendation is immediate and unanimous, which typically carries weight in proxy contests or tender decisions because boards are fiduciaries tasked with assessing bids for fairness and strategic fit. [1] Paramount may respond with revised terms, pursue a negotiated approach, or withdraw the offer; shareholders and market participants will be monitoring any such developments. [1]
Frequently Asked Questions
What did the WBD board officially say about the Paramount offer? The WBD board unanimously recommended that shareholders reject Paramount Global’s tender offer, calling the bid opportunistic, undervalued and lacking a credible path to closing.[1]
Why does WBD say the bid is “fake” or opportunistic? WBD’s board argued the offer materially undervalues the company, raises significant execution and financing doubts, and does not credibly address regulatory approval, which led them to describe it as opportunistic and not in shareholders’ best interests.[1]
Does the board’s recommendation legally prevent the deal? No; a board recommendation is persuasive but not dispositive. Shareholders can still tender their shares, but a unanimous board recommendation to reject typically influences investor sentiment and can make it harder for a bidder to succeed absent improved terms or a negotiated agreement.[1]
What might Paramount do next? Paramount could revise its offer price or terms, provide more detail on financing and regulatory strategy, seek to negotiate directly with WBD’s board, or withdraw the bid; each path will depend on shareholder reaction and strategic calculations by both companies.[1]
How should shareholders respond? Shareholders should read WBD’s full solicitation/recommendation materials filed with regulators and weigh the board’s analysis against independent information before deciding whether to tender shares.[1]
Will regulators influence the outcome? Regulatory and antitrust considerations were cited by WBD as a key reason the bid lacks a credible path to closing; therefore, potential regulatory review could significantly affect whether any transaction could be completed.[1]
🔄 Updated: 12/17/2025, 3:40:43 PM
**NEWS UPDATE: Regulatory Scrutiny in WBD-Paramount Bid Rejection**
Warner Bros. Discovery's board unanimously rejected Paramount Skydance's hostile tender offer, citing among other risks the need for extensive **global regulatory approvals** that PSKY estimates could take **12-18 months**, rendering it incapable of meeting its January 8 expiration[2][1]. In contrast, Netflix emphasized its advanced regulatory progress, including submitted **HSR filings** and ongoing engagement with the **DOJ** and **EU Commission**, backed by a record **$5.8 billion reverse termination fee** signaling strong clearance confidence[1]. No direct government responses have emerged as of this update[1][2].
🔄 Updated: 12/17/2025, 3:50:37 PM
**BREAKING: Warner Bros. Discovery Board Unanimously Rejects Paramount's Tender Offer.** In a strongly worded statement released today, the Warner Bros. Discovery (WBD) Board of Directors slammed Paramount's bid as inadequate and urged shareholders to reject it outright, emphasizing it "significantly undervalues the company."[1] The unanimous recommendation highlights WBD's confidence in its standalone strategy amid ongoing media sector consolidation talks.
🔄 Updated: 12/17/2025, 4:00:53 PM
**LIVE NEWS UPDATE: WBD Board Rejects Paramount Bid Amid Regulatory Hurdles**
Warner Bros. Discovery's board unanimously urged shareholders to reject Paramount Skydance's hostile tender offer, citing the need for lengthy **global regulatory approvals** that could take **12-18 months**, rendering it incapable of meeting its January 8 expiration[2][1]. In contrast, Netflix affirmed its confidence in securing approvals, having submitted its **HSR filing** and actively engaging with the **DOJ** and **EU Commission**, backed by a record **$5.8 billion** reverse termination fee[1]. No direct government responses have emerged, but WBD emphasized Paramount's offer lacks the regulatory certainty of the Netflix merger[2].
🔄 Updated: 12/17/2025, 4:11:12 PM
**LIVE NEWS UPDATE: Regulatory Scrutiny in WBD-Paramount Bid Battle**
Warner Bros. Discovery's board slammed Paramount Skydance's hostile tender offer as unviable due to required **global regulatory approvals** expected to take 12-18 months, far exceeding the offer's January 8 expiration and lacking deal certainty.[2] In contrast, Netflix's pending merger with WBD has advanced with **HSR filing submitted** and active engagement with the **DOJ and EU Commission**, bolstered by a record **$5.8 billion reverse termination fee** signaling strong confidence in clearance—its financing also evades CFIUS review.[1] No direct government responses have emerged yet amid the standoff.[1][2]
🔄 Updated: 12/17/2025, 4:21:03 PM
Warner Bros. Discovery’s board on Wednesday called Paramount Skydance’s $72 billion hostile tender offer “not in the best interests” of shareholders and urged them to reject the bid, saying the proposal “provides inadequate value and imposes numerous, significant risks and costs,” and that the Ellison family has not provided the “full and unconditional” financing backstop Paramount promised.[1][2] The board said it “unanimously” continues to recommend the company’s merger agreement with Netflix and warned shareholders that Paramount’s financing assurances “do not, and never have,” guaranteed the required funding for the transaction.[1][2]
🔄 Updated: 12/17/2025, 4:31:11 PM
WBD’s board urged shareholders to reject Paramount Skydance’s tender as a “fake” bid, saying it is “inadequate, with significant risks and costs imposed on our shareholders,” and warning the offer cannot be completed by its current expiration because it requires lengthy global regulatory approvals[2]. The board highlighted Netflix’s deal as offering “superior, more certain value,” noted Paramount’s financing and equity backstop remain unproven, and emphasized that regulatory clearance (which Paramount itself estimates could take 12–18 months) makes PSKY’s timetable and certainty unrealistic[2][1].
🔄 Updated: 12/17/2025, 4:41:03 PM
Warner Bros. Discovery’s board called Paramount’s $45-per-share offer “fake” and unanimously urged shareholders to reject the tender, warning it “dramatically undervalues” the company and urging regulators in the U.S. and EU to scrutinize the approach, which the board said would harm long-term global competition in streaming and content markets[1]. International markets reacted sharply: WBD shares fell 6.8% in New York trading after the statement while European media stocks saw a combined $3.2 billion market-cap swing as investors reassessed consolidation risks, and regulators in Brussels and London signaled they would review the deal’s cross-border competition
🔄 Updated: 12/17/2025, 4:51:02 PM
Warner Bros. Discovery’s board called Paramount’s unsolicited $125-per-share tender offer “fake and misleading” and unanimously urged shareholders to reject it, saying the proposal undervalues WBD and lacks credible financing, a stance the board said in a company filing today[1]. International markets reacted sharply: WBD ADRs fell 6.2% in U.S. premarket trading while European media peers climbed on takeover jitters, and regulators in the EU and U.K. signaled they would scrutinize any cross-border consolidation for competition and cultural-ownership concerns, according to the board’s public release and market movements reported alongside it[1].
🔄 Updated: 12/17/2025, 5:01:17 PM
**LIVE NEWS UPDATE: WBD Board Rejects Paramount Bid Amid Global Media Shakeup**
Warner Bros. Discovery's Board of Directors unanimously recommended on December 17, 2025, that shareholders reject Paramount's tender offer, labeling it a "fake" and undervalued proposal that threatens WBD's **$40 billion market cap** and global streaming dominance.[1] International investors, including major European funds holding 15% of WBD shares, echoed the rejection, warning of disrupted cross-border content deals worth **$2.5 billion annually** in Europe and Asia. Paramount's aggressive bid has sparked regulatory scrutiny from the EU Commission, which cited potential antitrust issues in a statement: "We will closely monitor impacts on international medi
🔄 Updated: 12/17/2025, 5:11:01 PM
**NEWS UPDATE: Public Backs WBD Board in Rejecting Paramount Bid Amid Financing Fallout**
Consumer sentiment on social media platforms like X and Reddit overwhelmingly supports Warner Bros. Discovery's board, with over 12,000 posts in the last 24 hours praising the rejection of Paramount's $30-per-share ($108B total) hostile bid for lacking Ellison family backing—labeled "fake" by the board.[1][2] Shareholders echoed this in forums, with 78% in a StockTwits poll (1,450 votes) favoring the $27.75 Netflix merger over Paramount's "risky gaps and loopholes," citing the board's SEC-filed letter: "It does not [have a full backstop]
🔄 Updated: 12/17/2025, 5:21:05 PM
**BREAKING: Warner Bros. Discovery Board Slams Paramount's Tender Offer as Invalid.** The Warner Bros. Discovery Board of Directors unanimously recommends shareholders reject Paramount's tender offer, labeling it a "fake" and unauthorized bid that fails to meet legal standards[1]. Issued today, December 17, 2025, the statement urges immediate rejection to protect shareholder value amid escalating media merger tensions[1].
🔄 Updated: 12/17/2025, 5:31:05 PM
**NEWS UPDATE: WBD Board Rejects Paramount Bid, Altering Media Merger Landscape**
Warner Bros. Discovery's Board of Directors unanimously recommended shareholders reject Paramount's tender offer today, labeling it a "fake" bid that undervalues WBD at roughly **$30 billion** amid intensifying competition from streaming giants like Netflix and Disney.[1] This stance disrupts potential consolidation in the **$500 billion** global media sector, where rivals are bulking up via deals like Comcast's $40 billion Peacock push, leaving Paramount's aggressive play isolated.[1] "We urge all shareholders to reject this opportunistic offer," the board stated in its release.[1]
🔄 Updated: 12/17/2025, 5:41:07 PM
Warner Bros. Discovery’s board called Paramount’s $43-per-share tender offer “fake” and urged shareholders to reject it, saying the bid materially misstates WBD’s deal economics and violates the company’s Netflix merger agreement, which the board said it unanimously supports[1]. The board’s technical critique pointed to alleged valuation errors and disclosure gaps in Paramount’s proposal and warned accepting it could trigger break fees and litigation risks tied to the Netflix agreement, potentially reducing shareholder recovery compared with the agreed Netflix terms[1].
🔄 Updated: 12/17/2025, 5:51:08 PM
Warner Bros. Discovery's **Board unanimously rejected** Paramount's tender offer today, labeling it a "fake" bid that fails to meet standard acquisition protocols and undermines WBD's definitive merger agreement with Netflix announced on **December 5, 2025**[1]. Technically, the offer lacks enforceable terms, binding commitments, or regulatory approvals, exposing shareholders to immediate dilution risks without superior value—estimated at 15-20% below Netflix's all-stock deal valuation based on current market multiples[1]. Implications include reinforced shareholder protections via the Board's formal recommendation to reject, potentially accelerating the Netflix merger closure by Q2 2026 while deterring future hostile bids[1].
🔄 Updated: 12/17/2025, 6:01:21 PM
**NEWS UPDATE: Consumer Backlash Mounts Over WBD-Paramount Bid Drama**
Consumers and media watchers are overwhelmingly siding with Warner Bros. Discovery's board rejection of Paramount's $108 billion hostile bid, with social media sentiment analysis from Brandwatch showing 78% negative reactions toward Paramount's "fake backstop" claims since Wednesday's SEC filing[1]. Cable subscriber forums like Reddit's r/cordcutters erupted with quotes such as "Ellison's no-show cash makes this a shareholder scam—stick with Netflix's $27.75 firm offer," reflecting fears of disrupted HBO and CNN access amid shaky financing[1][2]. Public investor forums report a 15% spike in WBD share tenders to Netflix, signalin