Netflix modifies its offer on Warner Bros to make it 100% cash without increasing the 71,000 million

Netflix has agreed to modify its pending acquisition proposal for the studios and streaming platform of Warner Bros. Discovery (WBD), which will become “entirely in cash” with the aim of expediting the approval of the transaction, which maintains its amount at around 82,700 million dollars (71,085 million euros).

Thus, the all-cash transaction maintains a value proposition of $27.75 for each WBD share, unchanged from the previous structure, which called for a cash payment of $23.25 along with another $4.50 in Netflix common shares.

The revised agreement, which has been unanimously approved by the boards of directors of Netflix and WBD, simplifies the structure of the transaction, provides greater certainty of value for WBD shareholders and accelerates the voting process by WBD shareholders.

In this regard, the revised transaction structure is expected to allow WBD shareholders to vote on the proposed transaction in April 2026.

Additionally, as provided for in the original agreement dated December 5, the closing of the acquisition is subject to the completion of the separation of Discovery Global, as well as the receipt of the necessary regulatory approvals, the approval of WBD shareholders and other customary closing conditions.

In this way, the companies believe that WBD shareholders will also receive the additional value of Discovery Global shares after its separation from WBD.

Netflix has indicated that its strong cash flow generation supports the revised all-cash transaction structure, while preserving a healthy balance sheet and the flexibility to capitalize on future strategic priorities, adding that the purchase will be financed through a combination of available cash, available credit facilities and committed financing.

“Today’s revised agreement brings us even closer to merging two of the world’s largest storytelling companies,” said David Zaslav, Chairman and CEO of Warner Bros. Discovery.

For his part, Ted Sarandos, co-CEO of Netflix, has indicated that the WBD board of directors continues to unanimously support and recommend the proposal, which is confident that it will offer the best result for shareholders, consumers, creators and the entertainment community in general.

“Our revised all-cash deal will enable faster shareholder voting and provide greater financial security at a price of $27.75 per share in cash, plus the value of the planned separation of Discovery Global,” he added, underscoring that the merger will also significantly expand production capacity and investment in original programming in the United States, driving job creation and long-term growth in the industry.

Paramount Skydance (PSKY) filed a lawsuit against Warner Bros Discovery (WBD) to force the company to reveal the details of the offer presented by Netflix, after the board of the owner of HBO Max has repeatedly considered the merger proposal proposed by the streaming platform as superior and last rejected PSKY’s revised offer on December 22, which included the irrevocable personal guarantee of Larry Eliison, co-founder of Oracle and father of David Ellison.

Paramount’s purchase proposal for the entirety of WBD reaches a value of more than 108.4 billion dollars (92.832 million euros) compared to the 82.7 billion dollars for the streaming platform’s offer, although this is only aimed at film and television studios, in addition to HBO Max and HBO.