Warner Bros. Discovery activist investor Ancora Holdings is celebrating the company’s new deal with Paramount Skydance, calling it a “win-win” for shareholders and Hollywood.
“We’re thrilled to have shined a light on the need for the WBD Board to pursue a larger, more certain deal with Paramount,” the firm told TheWrap in a statement. “Netflix’s decision to not raise its offer of $27.75, less likely net debt adjustments, has paved the way for shareholders to receive meaningfully more cash and a truly viable path to government approvals. This is a win-win for shareholders and the industry.”
The firm, which has $11 billion in assets under management, amassed a $200 million stake in Warner Bros. and released a 51-page presentation to investors laying out its rationale for opposing Netflix’s $83 billion deal, noting that it was “flawed, inferior and high risk” in comparison to Paramount CEO David Ellison’s previous $30 per share bid for the entire company.
Ancora also threatened to vote against the Netflix deal and “hold the WBD board accountable” at its 2026 annual meeting by seeking to elect its own slate of directors through a proxy fight if the company didn’t agree to reopen talks with Paramount.
After reopening talks for seven days, the WBD board determined that a $31 per share offer from Paramount was a superior proposal compared to the Netflix deal and the streamer opted not to exercise its right to match.
“The transaction we negotiated would have created shareholder value with a clear path to regulatory approval,” co-CEOs Ted Sarandos and Greg Peters said in a statement. “However, we’ve always been disciplined, and at the price required to match Paramount Skydance’s latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid.”
“We believe we would have been strong stewards of Warner Bros.’ iconic brands, and that our deal would have strengthened the entertainment industry and preserved and created more production jobs in the U.S. But this transaction was always a ‘nice to have’ at the right price, not a ‘must have’ at any price,” the pair continued. “We will continue to do what we’ve done for more than 20 years as a public company: delight our members, profitably grow our business and drive long-term shareholder value.”
An Ancora spokesperson did not immediately return TheWrap’s request for comment on whether it would sell its Warner Bros. stake.
Ellison’s $31 per share offer includes a daily ticking fee equal to 25 cents per quarter beginning after Sept. 30, 2026. Paramount will pay a $7 billion termination fee to WBD in the event the transaction does not close due to regulatory matters and will cover a $2.8 billion termination fee to Netflix.
It also agreed to eliminate $1.5 billion in potential financing costs associated with WBD’s debt exchange offer and to exclude the performance of WBD’s Global Linear Networks business from the deal’s “material adverse affect” definition.
The Ellison family trust will provide $45.7 billion in equity financing, which Oracle co-founder Larry Ellison has agreed to backstop with a personal guarantee, including an obligation to contribute additional equity funding to the extent needed to support the solvency certificate required by Paramount’s lending banks. Bank of America Merrill Lynch, Citi and Apollo are providing a $57.5 billion debt commitment.
Paramount has said it expects to close a deal with Warner Bros. Discovery within a year, pending regulatory and shareholder approval. The company has been engaging with regulators around the globe, including the Department of Justice and European Commission.
Netflix stock surged over 9% in after-hours trading on Thursday, while Paramount stock jumped 5.2% and WBD fell 1.9%.
