Warner Bros Sets March 20 Shareholder Vote on Netflix Merger Amid Paramount Challenge

Warner Bros. Discovery (WBD) has announced that it will hold a Special Meeting of Shareholders on March 20, 2026, to vote on its proposed merger with Netflix, while also commencing the mailing of the definitive proxy statement to shareholders in connection with the meeting.

In a statement, the company said, "Warner Bros. Discovery, Inc. ("WBD") (NASDAQ: WBD) today announced that it will hold the Special Meeting of Shareholders (the "Special Meeting") to vote on the merger with Netflix, Inc. ("Netflix") (NASDAQ: NFLX) on March 20, 2026 at 8:00 a.m. Eastern Time and the commencement of mailing of the definitive proxy statement to shareholders in connection with the Special Meeting."

The board of directors said it continues to unanimously recommend the merger with Netflix and has also recommended that shareholders reject Paramount Skydance’s current offer, even as the company engages with the rival bidder to determine whether it can submit a binding proposal that offers superior value and greater certainty for shareholders.

Netflix has granted a limited waiver under the merger agreement, allowing Warner Bros. Discovery to engage in discussions with Paramount Skydance (PSKY) for a seven-day period ending on February 23, 2026.

The purpose of these discussions is to seek clarity for shareholders and allow Paramount Skydance the opportunity to submit its best and final offer.

Under the terms of the waiver, if the Warner Bros. board determines that Paramount has put forth a superior proposal, Netflix will have the right to match Paramount’s most recent offer to keep its existing agreement intact.

Can David Ellison’s “Best and Final” Offer Disrupt the Warner Bros. Discovery–Netflix Merger?

Paramount Skydance Corp.’s chief executive officer David Ellison is seeking to make a “best and final” offer for Warner Bros., potentially upsetting the company’s rival deal with Netflix.

Warner Bros. agreed to reopen negotiations with Paramount after receiving a revised proposal last week that sweetened some of its terms.

Paramount had indicated it will raise its bid by at least $1 a share to $31 if the board re-engages. Paramount had earlier informed a Warner Bros. Discovery board member that it would be willing to pay $31 per share and indicated that this was not its best and final proposal.

Warner Bros. Discovery has since sent a letter outlining key issues that remain unresolved and has asked Paramount Skydance to submit a binding proposal with clear terms.

The company said it is engaging with Paramount Skydance to determine whether it can provide an actionable, binding proposal that delivers superior value and certainty for shareholders.

Why Does Warner Bros. Discovery Leadership Say the Netflix Merger Maximises Shareholder Value?

David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery, said, "Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders."

Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors, added, "As announced today, we continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction's protections for shareholders against downside risk."

The conflict intensified after Netflix reached a “friendly” agreement in December to acquire WBD’s premium content and streaming assets for approximately $83 billion, including the proposed sale of its namesake studios and HBO Max streaming service for about $72 billion at $27.75 a share, while spinning off older cable networks into a separate entity.

Paramount, which merged with Skydance Media last August, countered with a larger bid of $108.4 billion to buy the entire company outright, including cable channels such as CNN and TNT that are otherwise planned to be spun off under the Netflix deal.

Paramount’s latest overall bid has been cited at about $77.9 billion.

The bidding battle has been marked by legal and financial maneuvering. Paramount pledged on February 10 to cover the $2.8 billion breakup fee WBD would owe Netflix if it terminates the agreement and also offered a “ticking fee” to compensate shareholders if the deal faces prolonged regulatory delays.

It additionally agreed to backstop a Warner Bros. debt refinancing and compensate shareholders if the deal does not close by December 31.

Why Did Netflix Grant Warner Bros. Discovery a Seven-Day Window to Reopen Paramount Talks?

Netflix co-CEO Ted Sarandos said in an interview with CNBC that his company granted Warner Bros. permission to reopen talks because Paramount has been “making a ton of noise, flooding the zone with confusion” about the deal, adding the discussions will “give them seven days to put their money where their mouth is.”

He also said Paramount does not have a better chance of winning regulatory approval and that its balance sheet would be highly leveraged if it wins Warner Bros., potentially leading to lower film output.

Asked if Netflix planned on raising its bid, Sarandos said, “Let them make a move and then we’ll see where the next step is.”

Paramount called Warner Bros.’ decision to re-engage “unusual” and said the company avoided “making the customary determination” that Paramount’s $30-a-share offer could lead to a superior proposal, which would have given it the right to negotiate without a deadline.

“Paramount is nonetheless prepared to engage in good faith and constructive discussions,” the company said in a statement.

Warner Bros. Discovery said it remains committed to completing the merger with Netflix and has scheduled the shareholder vote accordingly, noting that the Netflix transaction is the only signed, board-recommended agreement with the company.

“While we are confident that our transaction provides superior value and certainty, we recognize the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY’s antics. This does not change the fact that we have the only signed, board-recommended agreement with WBD, and ours is the only certain path to delivering value to WBD’s stockholders,” Netflix said in a statement.

Paramount has been trying to acquire Warner Bros. since September 2025, increasing its bid multiple times before losing to Netflix and subsequently launching a hostile tender offer at $30 a share, which it has amended twice while addressing some concerns but without significantly raising the price.

The company said it will continue to advance its tender offer, solicit shareholder opposition to the Netflix merger and proceed with its intention to nominate a slate of directors at the upcoming annual meeting.

Warner Bros. had also conducted a strategic review last year after deciding to separate its Streaming and Studios businesses from its Global Linear Networks business, a process that ultimately set the stage for the current high-stakes takeover battle over the century-old studio behind films from Casablanca to Batman and hit television series like Friends.

(With inputs from ANI)