Paramount’s Hostile Bid for Warner Bros. Called “Cleaner” and “Stronger” Than Netflix’s Offer by Analysts

The Warner Bros. Discovery sale saga has turned into one of the wildest studio battles the entertainment industry has seen in years. What looked like a done deal between WBD and Netflix took a sharp turn when David Ellison and Paramount Skydance stormed in with a massive hostile counteroffer that instantly reshaped the entire conversation.

Netflix locked in its agreement to acquire WBD’s film, TV, and streaming assets for $82.7 billion, but Paramount fired back with a $108.4 billion proposal that stunned everyone watching. Now David Zaslav and the WBD board have ten business days to deliver an answer, and Hollywood is glued to the outcome.

Paramount’s CEO is projecting confidence as he pushes to convince shareholders that his company’s offer is the superior path.

Speaking to CNBC, Ellison emphasized the raw financial appeal of their proposal. "Look, we're sitting on Wall Street, where cash is still king. We are offering shareholders $17.6 billion more cash than the deal they currently have signed up with Netflix. And we believe, when they see what is currently in our offer, that that's what they'll vote for."

The message from Netflix is equally direct. Ted Sarandos shrugged off the hostile move during an appearance in New York, telling the crowd, "Today's move was entirely expected. We have a deal done, and we are really happy with the deal for shareholders, for consumers, it's a great way to create and protect jobs in the entertainment industry. We're super confident we are going to get it across."

As the two tech and legacy giants posture, analysts have been digging into the numbers and weighing the regulatory complications.

Despite Netflix being viewed by some as the likelier victor, the broader sentiment leans toward Paramount’s bid offering more value. The Hollywood Reporter surveyed several industry analysts who generally pointed to Ellison’s proposal as the one that makes more practical sense for WBD.

Before the hostile offer was made, Bernstein analyst Laurent Yoon anticipated a move like this from Paramount and explained the studio’s situation with a blunt assessment.

Yoon said, "It's not a hunt, it's a game of chess with more than one move to consider. Paramount is in a precarious position with further downside. As we've said, we remain skeptical about Paramount's standalone future. An organic path to recovery and growth will be long and arduous."

Still, he warned that repeating a previously rejected offer could be a nonstarter, adding, "We remain skeptical that shareholders would view that offer as superior to Netflix's at minimum, it's far from a slam dunk, assuming the board went through a rigorous evaluation process." Business Insider later confirmed that Paramount did present the same proposal privately before escalating to its current bid.

OC&C Strategy Consultants’ Kim Chua took a firmer stance, stating that Paramount’s proposal not only had stronger strategic logic but carried fewer regulatory obstacles.

Chua explained, "Whilst the industrial logic behind a Netflix WBD deal is strong, the industrial logic behind a Paramount WBD deal is stronger. The offer is also cleaner cash, for the whole company, versus stock with restrictions, some cash, for cherry picked parts of the company and with less transaction risk gaining regulatory clearance would be faster and more likely, with less time in potentially value destroying 'limbo.'"

TD Cowen analyst Doug Creutz echoed that reasoning, highlighting that Paramount’s all cash approach and its potential regulatory advantage made it the more straightforward choice.

Creutz said, "We think it's very hard to argue that Netflix's offer is better than Paramount's, both on the basis of price paid and likelihood of completion. The Paramount offer has the advantage of being all cash versus Netflix's cash stock consideration, and also takes questions about linear network valuation off the table.

“We think that at least at the federal level in the U.S., Paramount has a better chance of getting the deal approved by regulators (states like California, as well as the rest of the world, are another matter), due to a closer relationship with the Trump administration."

Even with analysts framing Paramount’s hostile bid as more attractive for shareholders, that doesn’t guarantee WBD will swing in that direction. A major complication hangs over these discussions, one that may ultimately shut the door on Ellison’s challenge. Semafor reported that WBD previously rejected Paramount’s bid in large part because of concerns surrounding the sources of its funding. Those funding partners have not changed. If that detail remains an issue, the company may simply refuse to re-engage, regardless of how generous the offer looks on paper.

So the industry waits. Paramount is offering more money, cleaner terms, and what many experts say is a smoother regulatory path.

Netflix already has a signed agreement and believes it has momentum. WBD sits in the middle with a decision that could reshape the entertainment landscape for decades.

Whatever happens, this showdown has become one of the most unpredictable and intense power struggles ever seen in Hollywood’s corporate arena.