In brief
The board of directors of Warner Bros. Discovery recommended that shareholders reject Paramount Skydance's proposal to buy the company for $108.4 billion, citing a lack of adequate financing assurances, Reuters reports.
Board's position
In a letter to shareholders, the board said Paramount "systematically misled" shareholders by claiming its cash offer was fully guaranteed by the Ellison family. The board believes those guarantees are not such and create "numerous, significant risks" for the company and its shareholders.
"This is not [a guarantee] and never was"
— Board of Directors of Warner Bros. Discovery
What the parties offered
Netflix has a binding agreement for $82.7 billion — $27.75 per share ($23.25 in cash and $4.50 in stock), which, the board says, does not require additional shareholder financing and is backed by solid debt commitments.
Paramount insisted it had secured "tight financing": $41 billion of new equity from the Ellison family and RedBird and $54 billion of debt from Bank of America, Citi and Apollo. The board doubts the transparency of these commitments, in particular because of the role of the Lawrence J. Ellison Revocable Trust.
"The Warner Bros Discovery board has confirmed that the Netflix merger is superior, and that our acquisition is in the best interests of shareholders"
— Ted Sarandos, co-CEO of Netflix
Implications and timing
The deal with Netflix is expected to close within 12–18 months. Before that happens, Warner Bros. Discovery must spin off its Global Networks unit into a public company, Discovery Global, planned for Q3 2026.
The board also highlighted a scale gap: public company Netflix, with a market capitalization of more than $400 billion and an investment-grade balance sheet, contrasts with Paramount, which has a market capitalization of about $15 billion and a rating "one notch above junk" — an argument that reinforces concerns about the sustainability of Paramount's offer.
This matters for Ukraine: a change of ownership of brands such as HBO, and control over global networks (CNN, TNT Sports), affects access to content and the quality of the information environment in the region.
What's next
The board's decision is an example of how markets evaluate not only price but also the transparency of financing and the legal soundness of deals. Shareholders and regulators must now decide whether to follow the board's recommendation or consider alternative votes at the meetings.
Conclusion
This is more than a corporate clash: what's at stake is the redistribution of media influence for the next decade. The choice of shareholders will determine who controls the catalogs and channels that shape public discourse worldwide — and, accordingly, what the information environment will be for Ukraine and its neighbors. The ball is now in the court of those who vote and regulate.
