Paramount Global, controlled by Skydance Media since completing its $8 billion acquisition last year, extended its $30-per-share all-cash tender offer for Warner Bros. Discovery to February 20 and filed preliminary proxy materials to nominate a competing slate of WBD directors. The dual move marks the formal transition from friendly overture to hostile campaign, with Paramount now betting that WBD shareholders will force a board that has so far refused to engage.
The tender offer, first announced in late January, represents a 37 percent premium to WBD's $21.87 close on the day before the bid. Paramount has publicly committed to acquiring at least 51 percent of WBD shares to gain control, valuing the full company near $15 billion on an equity basis. The original deadline was February 13. The extension buys Paramount another week to solicit shares while the proxy contest develops, a standard tactic when management resists but shareholders appear receptive. WBD's board has not recommended acceptance and has not opened its books for due diligence, citing concerns over regulatory risk and strategic fit.
The proxy fight matters because it transforms timeline and leverage. If Paramount can seat even a minority of directors at WBD's next annual meeting, likely in late May or early June, it forces the board into negotiation or a formal sale process. The tender offer itself is conditioned on minimum acceptance, meaning Paramount will not purchase shares unless it clears the 51 percent threshold. The extension keeps that option live while the proxy battle unfolds, effectively running two pressure tracks in parallel. Skydance CEO David Ellison has stated the combination would create a $40 billion revenue entity with the scale to compete against Netflix and Disney in streaming, and the cost synergies to fund content investment. WBD, meanwhile, trades at 4.2 times forward EBITDA, well below the 6 to 7 times multiples assigned to pure-play streaming or diversified media peers, suggesting the market prices in either structural pessimism or a control premium yet to materialize.
Allocators should watch three developments. First, the tender results by February 20, which will reveal whether retail and institutional holders bypass the board. Second, WBD's formal response to the proxy solicitation, due within ten days of the filing, which may include a poison pill or a competing transaction announcement. Third, any FTC or DOJ pre-merger notification filings, which Paramount has not yet submitted but would signal confidence in clearing antitrust review under the current administration. If Paramount secures 30 percent or more in the tender, the proxy fight becomes academic and WBD's board will face immense pressure to negotiate or seek a white knight.
The extension is a signal of momentum, not uncertainty. Paramount would not burn another week of exclusivity unless early tender feedback justified it.