Netflix Inc (NASDAQ:NFLX, XETRA:NFC) and Warner Bros. Discovery Inc (NASDAQ:WBD, XETRA:J5A) announced Tuesday that they have amended their definitive agreement for Netflix’s pending acquisition of Warner Bros. to an all-cash transaction, responding to competitive pressure from Paramount Skydance’s $30-per-share all-cash proposal.
The revised structure is intended to simplify the deal and provide greater certainty for Warner Bros. Discovery stockholders, while speeding the timeline toward shareholder approval.
The amended offer maintains the value of $27.75 per Warner Bros. Discovery share in cash, with stockholders also receiving shares of Discovery Global following its planned separation. The acquisition is structured to include Warner Bros.’ film and television studios, its library, and HBO Max, while spinning off cable assets such as CNN and TNT into the separate entity Discovery Global.
Warner Bros. Discovery said the revised structure should allow stockholders to vote on the transaction by April 2026.
“Our amended agreement with Netflix is a testament to the Board’s unrelenting focus on representing and advancing our stockholders’ interests,” Warner Bros. Discovery board chair Samuel Di Piazza Jr said in a statement.
“By transitioning to all-cash consideration, we can now deliver the incredible value of our combination with Netflix at even greater levels of certainty, while providing our stockholders the opportunity to participate in management’s strategic plans to realize the value of Discovery Global’s iconic brands and global reach.”
Netflix said the transaction will be funded through a combination of cash on hand, available credit facilities and committed financing. The company added that its strong cash flow supports the all-cash structure and that the change aligns with its capital allocation strategy while preserving balance sheet flexibility.
“By amending our agreement today, we are underscoring what we have believed all along: not only does our transaction provide superior stockholder value, it is also fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth,” Netflix co-CEO Greg Peters said.
Shares of Netflix traded up 0.6% at $88 on Tuesday morning, while Warner Bros. Discovery shares were unchanged at about $28.50.