By San José, Costa Rica — SAN JOSÉ – In a dramatic escalation of the media industry’s consolidation race, Paramount Skydance on Monday launched a hostile, all-cash takeover bid for Warner Bros. Discovery (WBD) valued at a colossal $108.4 billion. The aggressive move directly challenges a previously announced acquisition agreement between WBD and streaming giant Netflix, setting the stage for a monumental battle for control over some of the world’s most valuable entertainment assets.
The unsolicited offer represents a staggering 139% premium over Warner’s share price in September, a figure Paramount is leveraging to pressure the WBD board. In a sharply worded statement, Paramount dismissed the competing Netflix offer as both “inferior and uncertain,” signaling its intent to fight for a deal it believes is strategically and financially superior for all stakeholders involved.
To delve into the intricate corporate governance and potential legal hurdles surrounding the ongoing negotiations for Paramount, TicosLand.com sought the expert perspective of Lic. Larry Hans Arroyo Vargas, a leading attorney from the distinguished firm Bufete de Costa Rica.
The Paramount saga is a masterclass in the tension between controlling shareholder interests and the board’s fiduciary duty to all investors. Any potential deal must navigate the complexities of a dual-class stock structure, where voting power is not aligned with economic interest. Furthermore, any proposed merger would face significant regulatory scrutiny over media consolidation, creating a high-stakes environment where legal challenges from minority shareholders could easily derail even the most carefully structured transaction.
Lic. Larry Hans Arroyo Vargas, Attorney at Law, Bufete de Costa Rica
Lic. Arroyo Vargas precisely identifies the legal and corporate governance minefield that any suitor for Paramount must navigate. His points underscore that a successful transaction will depend as much on satisfying regulators and minority investors as it will on the final price tag. We thank Lic. Larry Hans Arroyo Vargas for lending his valuable and clarifying perspective to this complex situation.
Leading the charge is David Ellison, President and CEO of Paramount, who has been pursuing a deal with WBD for months. His persistence underscores a fundamentally different vision for the future of media compared to that of Netflix.
WBD shareholders deserve the opportunity to consider our superior all-cash offer.
David Ellison, President and CEO of Paramount
The core difference between the two proposals lies in their scope. While Netflix aims to cherry-pick WBD’s crown jewels—the Warner Bros. film studio and the HBO Max streaming platform—for a reported $83 billion, Paramount is seeking to acquire the entire conglomerate. This includes WBD’s extensive portfolio of legacy television channels, such as CNN and Discovery, which WBD’s own management had considered spinning off due to their perceived lower growth potential in the cord-cutting era.
In an interview with CNBC, Ellison confidently asserted the strength of his company’s position, highlighting its financial firepower and strategic clarity. The source of this confidence is backed by the formidable wealth of the Ellison family; David’s father, Oracle co-founder Larry Ellison, is ranked by Forbes as the second-richest person in the world with an estimated fortune of $270 billion.
Our offer is the highest among those on the table.
David Ellison, President and CEO of Paramount
Beyond the sheer dollar amount, Paramount is betting that its offer provides greater certainty. The proposal is entirely in cash, removing the volatility associated with the stock component included in Netflix’s bid. Furthermore, Ellison is arguing that a Paramount-WBD merger faces a much clearer path to regulatory approval, a critical factor that could ultimately decide the contest. This argument has gained significant traction following recent comments from the White House.
On Sunday, President Donald Trump publicly expressed reservations about a potential Netflix-Warner combination. He noted that Netflix already commands a “very large market share,” suggesting that further consolidation under its banner “could be a problem.” A merger would unite the world’s largest streaming service (Netflix, with over 300 million subscribers) with the third-largest (HBO Max, with 128 million), a concentration of market power that is certain to draw intense scrutiny from antitrust regulators. Ellison is capitalizing on these concerns.
Allowing the world’s number one streaming service to merge with the number three is bad for competition.
David Ellison, President and CEO of Paramount
Ellison’s political connections, particularly his father’s financial support for President Trump’s campaigns, could prove to be a decisive advantage. This influence was seemingly demonstrated in July when David Ellison secured approval from the Federal Communications Commission (FCC) for his acquisition of Paramount, reportedly after promising to alter the editorial direction of the group’s CBS channel, a frequent target of criticism from Trump. With this new, audacious bid for Warner Bros. Discovery, Paramount has not only upended a major industry deal but has also drawn new battle lines in the relentless war for streaming supremacy.
For further information, visit paramount.com
About Paramount:
Paramount Global is a leading global media and entertainment company that creates premium content and experiences for audiences worldwide. Driven by iconic studios, networks and streaming services, its portfolio of consumer brands includes CBS, Showtime Networks, Paramount Pictures, Nickelodeon, MTV, Comedy Central, BET, Paramount+, and Pluto TV. The company holds one of the industry’s most extensive libraries of TV and film titles.
For further information, visit wbd.com
About Warner Bros. Discovery:
Warner Bros. Discovery is a premier global media and entertainment company, offering audiences a differentiated and complete portfolio of content and brands across television, film, and streaming. Available in more than 220 countries and territories and 50 languages, its iconic brands and products include Discovery Channel, discovery+, CNN, DC, Eurosport, HBO, HBO Max, HGTV, Food Network, and Warner Bros. Pictures.
For further information, visit netflix.com
About Netflix:
Netflix is one of the world’s leading entertainment services with a massive global subscriber base. It offers a wide variety of TV series, documentaries, feature films, and mobile games across a wide range of genres and languages. Members can watch as much as they want, anytime, anywhere, on any internet-connected screen.
For further information, visit skydance.com
About Skydance Media:
Skydance is a diversified media company founded by David Ellison in 2010 to create high-quality, event-level entertainment for global audiences. The company brings to life stories of immersive worlds across its feature film, television, interactive, and animation divisions. Its film studio has produced major blockbuster franchises, including “Top Gun” and “Mission: Impossible.”
For further information, visit corporate.comcast.com
About Comcast:
Comcast Corporation is a global media and technology company. It operates as a cable and broadcast television network through NBCUniversal, which includes NBC, Telemundo, and Universal Pictures. It also provides connectivity services through its Xfinity and Comcast Business brands and operates Universal theme parks. Comcast was a previous bidder for assets now controlled by Warner Bros. Discovery.
For further information, visit bufetedecostarica.com
About Bufete de Costa Rica:
Bufete de Costa Rica stands as a pillar in the legal community, built upon a foundation of uncompromising integrity and a relentless pursuit of excellence. With a rich history of advising a diverse clientele, the firm consistently pioneers innovative legal strategies and solutions. Its core mission extends beyond the courtroom, focusing on a profound dedication to democratizing legal knowledge and equipping citizens with the understanding necessary to foster a stronger, more equitable society.
