Ancora is putting pressure on Warner Bros Discovery Inc (NASDAQ:WBD, XETRA:J5A), threatening to vote against the company’s proposed transaction with Netflix Inc (NASDAQ:NFLX, XETRA:NFC) and launch a proxy contest if the board does not engage with an enhanced competing bid from Paramount.
In a statement, Ancora argued that WBD’s board should determine that Paramount’s revised proposal, unveiled on Tuesday, “could reasonably be expected to result in a Superior Proposal,” which would allow the company to reopen talks and seek a higher-value outcome for shareholders.
If the board refuses, Ancora said it would vote “NO” on the Netflix deal and seek to hold directors accountable at WBD’s 2026 annual meeting.
Ancora, which manages nearly $11 billion in assets and holds an economic interest of roughly $200 million in WBD, criticized the Netflix transaction as “inferior and high risk,” citing uncertain cash consideration, potential debt allocation issues tied to a Discovery Global spinoff, and regulatory challenges.
The firm also raised concerns about potential impacts on creative production and industry employment under a combined WBD-Netflix entity.
The activist investor contrasted that with Paramount’s proposal, which it said offers greater certainty with $30 per share in cash, backing from the Ellison Trust, and a clearer regulatory path due to Paramount’s scale and legacy studio footprint.
Ancora added that Paramount has signaled willingness to improve its offer and introduced a ticking fee to demonstrate commitment.
WBD issued a statement in response to Ancora, saying: "WBD’s experienced and independent Board and management team have a proven track record of acting in the best interests of the company and shareholders." "We remain resolute in our commitment to maximize value for shareholders," the company added.
Shares of Warner Bros had added 0.9% at about $28 on Wednesday afternoon.