Paramount’s Chief Executive Officer, David Ellison, has acknowledged that he fully understands the difficult position faced by the board of Warner Bros. Discovery (WBD) regarding his most recent bid—an audacious offer of $30 per share for the entire company. According to Ellison, the WBD board cannot reasonably, nor legally, accept his proposal in its present form. The reason, he explained, is rooted in the fundamental principles of corporate governance: if the board were to approve the deal exactly as it stands, it would effectively be conceding to shareholders and regulators alike that it had previously failed in its fiduciary duty. In other words, acceptance of the offer as-is could be interpreted as an admission that the board had not acted in the best interest of shareholders when it declined a similar proposal earlier in the negotiations. This candid assessment was overheard by attendees at the UBS media conference on Tuesday, an event during which Ellison’s remarks, obtained exclusively by Business Insider, sparked considerable discussion among industry observers.
This latest twist follows a dramatic sequence of developments in the entertainment sector’s ongoing consolidation saga. Just days earlier—on Friday—WBD had officially accepted Netflix’s lower offer of $27.75 per share, a transaction that focused specifically on the sale of WBD’s studio and streaming divisions. However, by Monday, the landscape had shifted dramatically: Paramount retaliated with an uncompromising and hostile bid to acquire the entire Warner Bros. Discovery enterprise, extending beyond its content operations to encompass its prominent broadcast and cable television networks, including well-known properties such as CNN and TNT.
Ellison clarified that this bold public offer was identical to the private proposal Paramount had quietly submitted to WBD’s executives the previous Thursday. He emphasized that the intention behind making it public was to dispel any notion that the company had revised its original terms. “We wanted to be completely transparent with the market,” Ellison explained to his audience. “Nothing has changed; this is precisely the same offer that was conveyed to them privately.” In his view, this consistency underscores why WBD’s board faces such a dilemma: having already deemed the bid insufficient just days earlier, approving it now could appear inconsistent with prior judgments and legally precarious for directors obliged to act with unwavering loyalty and prudence toward shareholders.
In response to Paramount’s unexpectedly aggressive maneuver, Warner Bros. Discovery issued a carefully worded statement acknowledging receipt of the proposal. The company affirmed that its board intends to examine Paramount Skydance’s bid thoroughly and deliberately, consulting independent financial and legal advisors to ensure compliance with all fiduciary responsibilities. This formal response, though measured in tone, betrayed the complexity of the situation—a balancing act between serious financial opportunity and legal accountability.
Ellison’s comments at the UBS event further implied that he is fully aware the deal, in its current iteration, may not suffice to secure WBD’s approval. He openly conceded that some degree of adjustment—or, as he put it, “sweetening” the offer—might ultimately be necessary to bring the transaction to completion. Nevertheless, he maintained that Paramount’s existing offer already stands as the most advantageous option available to WBD shareholders, surpassing Netflix’s bid both in scope and in potential long-term strategic value. Another possibility, he mused, could be to place the decision directly in the hands of WBD shareholders themselves, allowing them to vote on the merits of his proposal without additional alteration.
Subtle indicators have emerged suggesting Ellison’s willingness to remain flexible on price. Paramount’s own filing with the Securities and Exchange Commission (SEC) revealed that Ellison had sent a message to Dave Zaslav, WBD’s Chief Executive Officer, explicitly noting, “Please note importantly we did not include ‘best and final’ in our bid.” This phrasing left the door unmistakably open for renegotiation, signaling to market analysts and potential investors that Paramount may be prepared to raise its stakes should the competitive climate demand it.
Industry insiders and media dealmakers have been quick to speculate that this battle is far from over. Kevin Mayer, a seasoned executive best known for his tenure as Disney’s principal architect of major acquisitions, remarked that the unfolding rivalry between Paramount and Netflix over WBD’s assets evokes striking parallels to the intense bidding war waged years earlier between Disney and Comcast for control of 21st Century Fox’s entertainment holdings. Mayer predicted that the coming weeks would likely bring renewed and potentially significant escalation, commenting at the same UBS conference, “I would be genuinely surprised if we don’t see a sweetened—and perhaps substantially sweetened—counteroffer from either Paramount Skydance or Netflix.”
Taken together, these developments illustrate not only the escalating competition among entertainment giants but also the intricate interplay between corporate ambition, fiduciary responsibility, and strategic calculation that defines modern mergers and acquisitions in the media industry. Ellison’s remarks reveal a sophisticated awareness of both the legal constraints and the psychological nuance governing high-stakes negotiations—a recognition that in today’s corporate chess game, every move carries both financial consequence and symbolic weight.
Sourse: https://www.businessinsider.com/david-ellison-says-wbd-board-cannot-accept-his-recent-offer-2025-12
