Paramount Sweetens Warner Bid With Ticking Fee as Netflix Deal Faces Rival Pressure

Paramount Skydance has revised its unsolicited offer to acquire Warner Bros. Discovery, introducing new financial sweeteners while keeping the headline price unchanged at $30 per share in cash. The move is designed to win over shareholders as the media group continues to back its previously agreed transaction with Netflix.

Under the updated proposal, Paramount would add a “ticking fee” of 25 cents per share for every quarter after December 31 that the acquisition remains incomplete. At current share counts, that would translate to roughly $650 million for each additional quarter of delay. Paramount has also offered to cover the $2.8 billion breakup fee Warner would owe Netflix if it exits that agreement.

The base economics of the offer remain the same. Paramount is seeking to buy the company for $77.9 billion, implying an enterprise value of around $108 billion once debt is included. The tender deadline has now been extended to March 2, the third such extension since the bid was launched.

For shareholders, the extra incentives attempt to address concerns about execution risk and timing. Deals of this size often take months to navigate regulatory reviews, and investors frequently worry that value can erode while approvals are pending. By attaching a recurring payment, Paramount is effectively putting a price on delay.

Paramount chief executive David Ellison said the additions “clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment.” The language signals an effort to present the revised structure as more certain and potentially more lucrative than the competing path.

Yet early indications suggest that investor appetite has not shifted dramatically. As of Monday, about 42.3 million shares had been tendered and not withdrawn, far below the more than 168 million recorded in January. With roughly 2.48 billion shares outstanding, Paramount would need support from more than half the base to secure control.

Warner acknowledged receipt of the amended proposal but reiterated that its board is not altering its recommendation in favour of the Netflix arrangement at this point. That agreement, announced in December, would see Netflix purchase the studio and streaming operations for $72 billion in cash, valuing the transaction at around $83 billion including debt, or $27.75 per share. Warner’s networks arm would be separated into a standalone public entity.

Paramount has argued that its offer provides clearer value, pointing to what it calls uncertainty around the effective per-share outcome of the Netflix structure once debt allocations tied to the spin-off are finalised. In other words, while the Netflix headline number is lower, the final math could shift depending on how liabilities are carved up.

For the broader media and advertising ecosystem, the stakes are significant. Ownership will shape future investment in content, sports rights, streaming distribution and ad sales strategies. Agencies and brand partners are watching closely to understand which combination might deliver greater scale, bargaining power and stability in a market already under pressure from fragmentation.

Regulators are also engaged. The US Department of Justice is reviewing both proposals, while Paramount says it has obtained clearance in Germany for its tender offer. Lawmakers and labour groups have flagged concerns about consolidation and the possibility of job reductions, issues that could influence timelines or conditions.

With multiple moving parts, the battle now hinges on whether financial enhancements can outweigh board loyalty and regulatory uncertainty. Shareholders must decide if incremental payments today compensate for the complexity tomorrow.