Warner Bros recommends investors reject Paramount's offer in favor of Netflix's

NEW YORK (AP) — Warner Bros. Discovery is recommending its shareholders reject an unsolicited buyout offer from Paramount Skydance in favor of a rival bid from Netflix it said will better serve their interests and the entertainment company's audiences.

The Warner board said in a letter to shareholders on Wednesday that Paramount’s “inferior” offer carried “significant risks and costs,” in large part because it relies heavily on borrowed money – whereas the Netflix offer is backed by a company worth more than $400 billion.

Warner, which owns the Warner Bros. Pictures movie studio and HBO, agreed earlier this month to a cash-and-stock offer from Netflix valued at $72 billion. As part of that deal, Warner would first spin off its its cable TV assets, including CNN and Discovery. Days later, Paramount made a hostile, all-cash offer for all of Warner's properties valued at $77.9 billion.

With the fate of marquee movie-making and streaming services on the line, a Warner deal with either company would face intense scrutiny from U.S. regulators.

Paramount has argued that its offer — coming from a smaller company — would face an easier road with regulators. Warner's board disputed that claim in its letter to shareholders, who ultimately have the power to decide which offer to accept.

Netflix offered Warner shareholders $23.25 in cash, plus $4.50 in Netflix shares, for each share of Warner. Paramount is offering $30 in cash for each share of Warner.

Warner's stock price fell more than 2% Wednesday to $28.21 per share. Shares of Paramount fell 5.4%, while those of Netflix rose 0.2%.

An acquisition by Netflix would be completed only after Warner finalizes its previously announced separation of its cable operations.

Paramount urged Warner shareholders on Wednesday to tell the company they prefer Paramount's “superior offer.”

“We will continue to move forward to deliver this transaction, which is in the best interest of (Warner) shareholders, consumers, and the creative industries,” Paramount CEO and Chairman David Ellison said.

Paramount has claimed it made six different bids that Warner leadership rejected before announcing its deal with Netflix on Dec. 5.

Critics of Netflix’s deal say that combining the massive streaming company with Warner’s HBO Max would give it overwhelming market dominance, whereas the Paramount+ streaming service is far smaller.

“This is something that we’ve heard for a long time — including when we started the streaming business,” Netflix co-CEOs Greg Peters and Ted Sarandos said in a filing through Warner Bros. “Our stance then and now is the same — we see this as a win for the entertainment industry, not the end of it.”

Warner shareholders have until Jan. 8 to vote on Paramount’s offer.

Bids from both Netflix and Paramount have raised alarm for what they could mean for film and TV production. While Netflix has agreed to uphold Warner's contractual obligations for releasing films in theaters, critics fear the streaming giant will ultimately favor online releases. Paramount and Warner Bros. are two of the biggest studios left in Hollywood.

A combination of Paramount and Warner would bring CBS and CNN under the same roof. That could raise questions about news media consolidation and shifts in editorial control — as seen at CBS News leading up to and following Skydance’s $8 billion purchase of Paramount, which it completed in August.

President Donald Trump has been vocal about his plans to play a role in regulatory approval.

Trump has said Netflix’s deal “could be a problem” because of the potential for an outsized control of the market. The Republican president has a close relationship with Oracle’s billionaire founder Larry Ellison — the father of Paramount’s CEO.

Affinity Partners, an investment firm run by Trump’s son-in-law Jared Kushner, previously said it would invest in the Paramount deal. But on Tuesday, the firm announced it would be dropping out.

The sovereign wealth funds of Saudi Arabia, Abu Dhabi and Qatar are backing Paramount’s bid, a detail some analysts say should be drawing more scrutiny.

“The same U.S. officials and regulators who’ve sounded alarms about China’s influence on TikTok should be crying foul here,” said Mike Proulx, vice president and research director at Forrester, a market research company. “The stakes on (Warner's) fate are higher and wider-reaching than a single short-form video app.”

Warner’s board cited concern about the involvement of foreign investors in its letter to shareholders.

It also was critical of Paramount's decision to use an Ellison family trust to backstop the offer for Warner, which it said is not the same thing as a “full and unconditional financing commitment.” The family trust lost billions in value this month after shares of Oracle tumbled on concerns it was spending too much on artificial intelligence.

AP Business Writer Matt Ott contributed to this story from Washington.

FILE - The Netflix logo is shown in this photo from the company's website on Feb. 2, 2023, in New York. (AP Photo/Richard Drew, File)

FILE - Ted Sarandos arrives at the premiere of "The Electric State" on Monday, Feb. 24, 2025, at The Egyptian Theatre in Los Angeles. (Photo by Jordan Strauss/Invision/AP, File)

FILE - The Warner Bros. water tower is seen at Warner Bros. Studios in Burbank, Calif., Friday, Dec. 5, 2025. (AP Photo/Jae C. Hong, File)

Ted Sarandos poses for the World Premiere of the Netflix Series "Emily in Paris" season 5, in Paris, France, Monday, Dec. 15, 2025. (AP Photo/Aurelien Morissard)

FILE - Skydance Media CEO David Ellison attends the premiere of "Fountain of Youth" at the American Museum of Natural History, May 19, 2025, in New York. (Photo by Evan Agostini/Invision/AP, File)

AUSTIN, Texas--(BUSINESS WIRE)--Apr 2, 2026--

Hart InterCivic today announced that its Verity Vanguard voting system has been certified for use in the State of Texas, marking an important milestone for the nation’s first voting system to earn certification to the U.S. Election Assistance Commission’s (EAC) Voluntary Voting System Guidelines (VVSG) 2.0. With Texas’ approval, Verity Vanguard is now certified in six states, expanding access to the latest voting system technology available.

This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20260402798136/en/

Hart InterCivic extends its appreciation to the Texas Secretary of State’s office for its leadership and diligence throughout the certification process. The certification of Verity Vanguard reflects the Secretary of State’s commitment to ensuring that all Texas voters have access to election technology that meets the highest standards for security, reliability, and transparency, helping strengthen voter confidence in the election process statewide.

“Texas election officials now have access to advanced voting system technology that reflects the highest standards of security and integrity,” said Julie Mathis, CEO of Hart InterCivic. “This certification reflects our commitment to defense‑in‑depth security, transparency, and post‑election verification.”

A Rigorous, Independent Certification Process

Texas conducts one of the most thorough state certification processes in the nation. In addition to comprehensive federal testing and certification performed by the EAC and an independent Voting System Test Laboratory, Texas requires its own extensive review by a team of independent examiners. This dual‑layered process ensures that every component of a voting system is scrutinized for security, accuracy, reliability, and accessibility.

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Verity Vanguard represents a new generation of election technology, built on the proven foundation of the Verity Voting system, which is currently deployed in more than 800 jurisdictions nationwide, to meet modern security challenges and evolving voter expectations.

Verity Vanguard’s security is guided by three core design principles, Secure by Design, Secure by Default, and Secure by Validation™, which inform how the system is architected, configured, and verified throughout the election lifecycle.

Key security and integrity features include:

Expanding Nationwide Availability

With Texas certification, Verity Vanguard is now approved for use in six states, with additional state certifications underway.

“Being first to VVSG 2.0 federal certification was only the beginning,” said Mathis. “With Texas approval, we’re excited to make this next‑generation technology available to our customers here in our home state.”

Hart InterCivic’s Verity Vanguard™ voting system components, including the Vanguard Flex ballot marking device and Vanguard Vault precinct scanner.