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Dinners, Texts, and a Hostile Takeoff: Inside Paramount’s Dramatic Pursuit of Warner Bros

Dinners, Texts, and a Hostile Takeoff: Inside Paramount’s Dramatic Pursuit of Warner Bros.

For three months, David Ellison courted Warner Bros. Discovery with everything he had: intimate dinners, escalating billion-dollar offers, and even a Zoom call with his billionaire father and a media legend. Then, on December 4th, after submitting a final $30-per-share, all-cash offer, he was met with total silence. His last-ditch text to WBD CEO David Zaslav, typos and all, now reads like a desperate plea in a high-stakes business thriller that has exploded into a hostile takeover battle set to reshape Hollywood.

This isn’t just a story about money and mergers. It’s a clash of visions for the future of entertainment, pitting a tech-driven streaming giant against a newly formed studio champion, with the fate of iconic brands like HBO, DC, and CNN hanging in the balance. Let’s pull back the curtain on the dinners, the deals, and the drama.

The 12-Week Courtship: From Beverly Hills to Radio Silence

The pursuit began quietly in September, just weeks after David Ellison’s Skydance finalized its merger with Paramount. The new Paramount board saw a chance to create a “scaled Hollywood champion” and decided time was of the essence to pursue Warner Bros. Discovery (WBD).

What followed was a meticulous, multi-stage courtship that combined personal charm with staggering financial offers:

  • The Personal Pitch (September 14): Ellison met Zaslav at the latter’s Beverly Hills home. There, he laid out his first formal proposal: $19 per share, a mix of cash and stock, representing a 52% premium.
  • Bringing in the Heavyweights (September 16): To underscore seriousness, David’s father, Oracle co-founder Larry Ellison, joined a videoconference with Zaslav and John Malone, the influential media mogul and major WBD shareholder.
  • The Escalating Offers: After a swift rejection, Paramount came back with better terms.
    • September 30: A raised bid of $22 per share and an offer for Zaslav to become co-CEO and co-chairman of the combined company.
    • Early December: A final, preemptive all-cash offer of $30 per share, backed by fully committed financing.

Despite six proposals over 12 weeks, Paramount claims WBD “never engaged meaningfully”. The conversation died. Then, on the evening of December 4th, news broke: WBD had chosen Netflix instead.

The Competing Visions: Paramount vs. Netflix

With Netflix’s deal announced, the battle lines are now clearly drawn. The two offers aren’t just different in price; they represent fundamentally different futures for Warner Bros. and for Hollywood.

Here’s a breakdown of the two competing proposals:

FeatureParamount’s Hostile Takeover BidNetflix’s Agreed Deal
Offer Price$30.00 per share (all cash)$27.75 per share (mix of cash & stock)
Total Enterprise Value$108.4 billion$82.7 billion
What’s Being AcquiredThe entire company (Studio, HBO Max, and CNN/TNT cable networks)Only the studio & streaming assets (Cable networks to be spun off)
Key PromiseRelease over 30 films in theaters annually; keep traditional windowsHonor current theatrical plans; evolve windows to be “more consumer friendly”
Regulatory ArgumentSays it’s pro-competitive, creating a stronger rival to Netflix/DisneyFaces scrutiny for combining the #1 and a top streaming service
Timeline to CloseAims for 10-12 monthsEstimated 12-18 months

The Core Conflict: Two Models for Hollywood’s Future

  • Paramount’s “Studio Champion” Model: Ellison is pitching a return to Hollywood’s traditional strengths. He promises to keep Warner Bros. whole, invest in theatrical films, and support movie theaters. His argument is about preservation and scaled competition. He’s telling shareholders, creatives, and regulators that this merger builds a stronger counterweight to the tech-powered streaming giants.
  • Netflix’s “Streaming-First” Model: Netflix’s vision is the evolution of the status quo. It wants Warner’s legendary content factory and IP to supercharge its global streaming empire. While it promises to uphold current theatrical commitments, its history and leadership’s comments suggest a continued focus on direct-to-consumer streaming, with theatrical releases playing a more limited, strategic role.

Going Hostile: The Shot Across the Bow

Frustrated by the silent treatment from the WBD board, David Ellison switched tactics from persuasion to pressure. On December 8th, Paramount launched a hostile tender offer, taking its $30-per-share deal directly to WBD shareholders.

This is a high-risk, aggressive move. In his announcement, Ellison argued that the WBD board deprived its owners of a superior deal and that shareholders deserve the right to choose. The offer is set to expire on January 8, 2026, unless extended.

The move has immediately galvanized opposition. The Writers Guild of America has stated the Netflix deal “must be blocked” on antitrust grounds. Theater owners, like Cinema United, have called the Netflix-Warner union an “unprecedented threat,” fearing a drastic reduction in the number of films released in cinemas.

The Wild Cards: Politics, Personalities, and Power Brokers

This isn’t playing out in a boardroom vacuum. Several explosive wild cards could tip the scales.

  • The Trump Card: Former President Donald Trump has already called the Netflix deal a potential “problem”. Paramount seems to be leaning into its political connections. Key investors in its bid include funds from Saudi Arabia, Qatar, and Abu Dhabi, as well as Jared Kushner’s Affinity Partners. Notably, these partners have agreed to forgo governance rights to avoid a tough national security review.
  • The $5.8 Billion Gorilla in the Room: The Netflix-WBD agreement includes a massive $5.8 billion breakup fee payable to WBD if Netflix fails to get regulatory approval. There’s also a $2.8 billion fee if WBD walks away for a better offer. This creates a huge financial hurdle for any rival bid.
  • The Synergies vs. Jobs Debate: Ellison touted over $6 billion in cost synergies from a merger, Wall Street code for significant cost-cutting. Netflix’s Ted Sarandos immediately pounced on this, arguing, “Where do you think synergies come from? Cutting jobs. We’re not cutting jobs, we’re making jobs”. This debate will resonate deeply with an industry already battered by layoffs.

What Happens Next? A Battle on Multiple Fronts

As of today, the WBD board has said it will review Paramount’s hostile offer but advises shareholders to take no action yet. The conflict will now unfold on three simultaneous battlefields:

  1. The Shareholder Front: Paramount will lobby WBD’s investors directly, arguing that $30 in cash today is better than $27.75 in a mixed package later, especially when the “later” involves a risky, year-long regulatory process.
  2. The Regulatory Front: Both deals will face intense scrutiny. Paramount will lobby hard, portraying the Netflix deal as anti-competitive and harmful to theaters. Netflix will counter that it’s investing in content and jobs.
  3. The Public & Industry Front: The war of narratives will continue. Paramount will position itself as the pro-theater, pro-creator, pro-competition choice. Netflix will frame itself as the future of entertainment, evolving to meet consumer demand.

More Than a Merger

The fight for Warner Bros. Discovery is a defining moment. It’s a referendum on whether Hollywood’s future is anchored by its legacy studios, committed to theatrical filmmaking and linear networks, or led purely by algorithmic, global streaming platforms.

David Ellison’s final, unreturned text to David Zaslav promised that he and his father were “always loyal and honorable” partners. He never got a chance to prove it at the negotiating table. Now, he’s trying to prove it in the public square, to shareholders, and to a nervous Hollywood community, betting that his vision of a reunited, film-focused empire is an offer they can’t refuse.

What do you think should happen? Is a combined Paramount-Warner the competitive shake-up the industry needs, or does Netflix’s streamlined vision represent the inevitable future? The decision, fraught with financial, creative, and political consequences, is now finally heading toward a conclusion.

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