• by Adam Buckman , Featured Columnist, Yesterday

Isn’t the highest bidder always supposed to win?

Well, maybe at Sotheby’s. But apparently not in the world of high-priced, high-stakes takeovers of giant media companies.

Yesterday, Warner Bros. Discovery told Paramount to get lost.

WBD is sticking with Netflix. No thank you, David Ellison.

Paramount’s bid for Warner Bros. Discovery is estimated at $108 billion. It was a hostile offer that was made after WBD and Netflix announced that they had reached a definitive agreement for Netflix to buy the Warner Bros. half of the company for $82.7 billion, excluding the cable network group.

Paramount’s offer included the cable networks, which WBD is in the midst of spinning off into a totally new company to be called Discovery Global.

“Following a careful evaluation of Paramount’s recently launched tender offer, the Board [of WBD] concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders,” said Samuel A. Di Piazza, Jr., chairman of the WBD board, in a letter to shareholders that was released to the whole world on Wednesday.

“This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals,” he continued. 

“We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination,” he said.

The letter said Paramount’s offer “does not meet the criteria of a ‘Superior Proposal’ under the terms of WBD’s merger agreement with Netflix announced on December 5, 2025.”

The letter accused “PSKY” (Paramount Skydance) of misleading WBD shareholders. “PSKY has consistently misled WBD shareholders that its proposed transaction has a ‘full backstop’ from the Ellison family. It does not, and never has,” railed the letter.

The letter seems to indicate that when all is said and done, the WBD board does not want to do business with the deep-pocketed Ellison family -- David Ellison, CEO of Paramount, and his billionaire father, Oracle co-founder Larry Ellison.

So, the letter goes after them. “PSKY’s most recent proposal includes a $40.65 billion equity commitment, for which there is no Ellison family commitment of any kind,” the letter goes on to say.

“Instead, they propose that you rely on an unknown and opaque revocable trust for the certainty of this crucial deal funding,” the letter states.

“Despite having been told repeatedly by WBD how important a full and unconditional financing commitment from the Ellison family was -- and despite their own ample resources, as well as multiple assurances by PSKY during our strategic review process that such a commitment was forthcoming -- the Ellison family has chosen not to backstop the PSKY offer,” it said.

One interpretation of this letter is that it is composed purposely to dismiss the Ellison/Paramount offer as unworthy of consideration by a company of WBD’s history and stature.

Reading between the lines, the letter’s assertions that Paramount offers fewer (if any) benefits to shareholders than a merger with Netflix would, is a sign that the WBD board has little confidence in an Ellison takeover of not only Warner Bros., but the cable channels too.

Paramount Skydance and Ellison took over Paramount Global only a few months ago, which is very little time in which to learn how to manage a sprawling group of basic-cable properties, particularly at a time when that industry is facing all sorts of existential challenges.

Paramount’s offer would derail WBD’s plan to spin off its cable networks into a new company, which WBD evidently feels represents a better future for the cable properties than to be managed by David Ellison.