Netflix Raises $83 Billion All-Cash Bid for Warner Bros in Epic Takeover Contest as Lisa Nandy Weighs In

The battle for Warner Bros has escalated into one of the most consequential corporate acquisition contests in entertainment history, with Netflix and Paramount locked in an increasingly fierce competition for control. The two streaming giants are leveraging every strategic advantage available, from offer structures to regulatory lobbying, as the stakes continue to mount.

Netflix’s Strategic All-Cash Offensive: Setting New Terms

Netflix has dramatically restructured its takeover approach, presenting a revised all-cash bid valued at $83 billion (£62 billion) for Warner Bros. The new proposal, set at $27.75 per share entirely in cash, replaces an earlier offer that blended cash with Netflix stock—a combination that Paramount had openly criticized as unnecessarily convoluted and hard to value. By shifting to an all-cash structure, Netflix aims to provide shareholders with immediate certainty and remove ambiguity surrounding the transaction’s true worth.

This strategic move comes on the heels of unanimous approval from the Warner Bros board, signaling strong internal confidence in the Netflix proposal. The company expects shareholders to cast their votes on the deal by April, setting a relatively accelerated timeline for what would be one of the entertainment industry’s largest acquisitions.

Paramount’s Counter-Strategy and Competing Concerns

Not to be outmaneuvered, Paramount—led by David Ellison, son of Oracle founder Larry Ellison—has launched its own aggressive counter-proposal valued at $108 billion. Despite this higher headline figure, Paramount’s offer carries structural differences that have drawn criticism from multiple quarters. The company’s $40 billion equity guarantee from Larry Ellison personally provides some assurance, yet skeptics question whether the overall bid structure truly delivers superior value to shareholders compared to Netflix’s transparent all-cash approach.

Paramount has repeatedly voiced concerns that Netflix’s offer is inherently unstable, tethered too closely to fluctuating Netflix share prices and lacking clarity on how Warner Bros’ valuable cable assets—including CNN and other legacy networks—are being valued. These criticisms underscore a fundamental difference in how the two companies view the transaction.

The Deal Structure Divide: A Tale of Two Visions

The two competing offers reflect starkly different strategic philosophies. Netflix’s approach includes separating Warner Bros’ cable division into a newly formed entity called Discovery Global before completing the acquisition. This spin-off structure allows shareholders to capture additional value from the cable assets independent of the Netflix-Warner Bros merger.

In contrast, Paramount has proposed acquiring the entire Warner Bros group without any separation, seeking to consolidate all assets under one roof. This fundamental structural difference has major implications for asset valuation, shareholder returns, and the combined entity’s strategic positioning.

Warner Bros’ advisors have estimated Discovery Global’s value at between 72 cents and $1.65 per share, with shareholders standing to benefit from this additional windfall following the separation. The company has also disclosed that improved cash flow would reduce Discovery Global’s debt by approximately $260 million, bringing projected net debt down to $16.1 billion by year-end from the current $17 billion level.

Lisa Nandy, UK Regulators, and the Intensifying Scrutiny

As the corporate contest unfolds, governmental and regulatory oversight has moved to center stage. Culture Secretary Lisa Nandy recently received a visit from David Ellison, signaling Paramount’s determination to lobby aggressively across European regulatory bodies. Paramount’s senior executives have simultaneously engaged with Ofcom and the Competition and Markets Authority (CMA) to articulate the company’s position on both proposed deals.

The regulatory dimension adds substantial complexity to an already intricate transaction. Lisa Nandy and her counterparts at British regulatory agencies face the task of evaluating potential competitive implications, market concentration issues, and broader cultural considerations regarding foreign ownership of major British media assets. These officials will scrutinize whether either deal serves consumers’ interests and preserves healthy competition in the streaming and traditional media landscapes.

Competitive Concerns and Industry Implications

Paramount has articulated a central concern: combining Netflix’s streaming dominance with Warner Bros’ HBO Max platform could substantially reduce market competition by consolidating two of the industry’s most powerful content distribution channels. This consolidation worry resonates particularly in a regulatory environment already focused on tech and media consolidation risks.

Additionally, Paramount has cautioned that Netflix might curtail theatrical film releases, potentially weakening cinema operators’ revenue prospects. This concern reflects longstanding tensions between streaming platforms and traditional movie theaters over content distribution strategies.

Netflix’s Regulatory Response and Timeline Reality

Netflix has downplayed competitive concerns, reaffirming its commitment to theatrical releases and asserting that the merger would not materially harm market competition. The company has maintained that it can navigate regulatory review processes successfully. However, Netflix also acknowledges a sobering reality: regulatory evaluations could extend up to 18 months, meaning shareholders should prepare for a lengthy review period before final approval or rejection.

The Path Forward and Warner Bros Leadership Optimism

David Zaslav, President and CEO of Warner Bros Discovery, has expressed measured optimism about Netflix’s revised proposal, commenting: “This updated merger deal brings us closer to uniting two of the world’s leading entertainment companies, ensuring that audiences everywhere can continue to enjoy the stories they love for generations.”

Yet Zaslav’s optimism must contend with multiple layers of complexity. Shareholders must weigh Netflix’s transparent all-cash certainty against Paramount’s higher headline valuation. Regulators like Lisa Nandy and bodies including the CMA must balance competitive concerns with transaction benefits. And the entertainment industry watches closely to understand how this precedent-setting deal will reshape the competitive landscape between traditional media empires and tech-driven streaming platforms.

The April shareholder vote looms as a critical juncture, but it may represent only the opening chapter in a process that could extend well into 2027 or beyond, contingent upon regulatory determinations and potential appeals.