Why is David Zaslav Blocking Paramount and Backing Netflix in the WBD Takeover?

Takeover battles are rarely just about money and the unfolding drama around Warner Bros. Discovery (WBD) is a perfect example. In December 2025, streaming giant Netflix struck a landmark deal to acquire Warner Bros. Discovery studio and streaming assets in a pact worth about $82.7 billion, a move that would reshape Hollywood and global streaming.

Most assumed a higher bid would automatically take the crown, until Paramount Skydance swooped in with an all-cash takeover bid of roughly $108.4 billion at $30 per share. What followed was a battle not just of numbers, but of strategy, certainty and industry vision.

Let’s break down with this blog why Warner’s boss David Zaslav and the WBD board have spurned Paramount’s offer and publicly stuck with the Netflix deal and what it means for shareholders.

How the Bidding War Between Netflix and Paramount Started?

As the entertainment landscape shifted, Warner Bros. Discovery began exploring strategic alternatives in late 2025. Interest came from multiple suitors like Netflix, Comcast and Paramount Skydance.

Netflix acted first. In early December, it won bidding rights to negotiate exclusively with WBD, proposing to buy Warner’s studios, HBO Max and other streaming and content assets for roughly $72 billion in cash and stock (total enterprise value about $82.7B).

Just days later, Paramount Skydance launched a hostile takeover bid, offering a higher all-cash price of $30 per share directly to WBD’s shareholders, backed by deep pockets including the Ellison family and foreign sovereign funds.

On paper, Paramount’s bid looked superior; more cash, entire company included, no stock dilution. But things quickly got more complicated.

What Happened Next with WBD, Netflix and Paramount?

Paramount and its backers touted its offer as higher value, easier to close and less exposed to regulatory risk. In parts of the industry, there was talk that it could even face less antitrust scrutiny than the Netflix combination.

But Warner Bros. Discovery’s board disagreed. In a formal filing, the company’s directors unanimously recommended that shareholders reject Paramount’s tender offer and instead honor the Netflix deal.

According to WBD’s rationale, Paramount’s bid:

• Lacked credible financing commitments, despite public assertions to the contrary.
• Included significant risks and costs that weren’t fully addressed. 
• Did not meet the criteria of a “superior proposal” compared to Netflix.

Importantly, WBD’s board highlighted that Netflix’s offer was binding and secured, while Paramount’s financing was contingent, less transparent and therefore less certain, a critical factor for a deal of this magnitude.

Why David Zaslav (CEO of WBD) Prefers Netflix Over Paramount?

At the heart of the decision is certainty and strategy. Netflix’s agreement provides:

• Clear, secured financing, including cash and stock components that meet WBD’s valuation and avoid execution uncertainty.
• Strategic alignment: The Netflix deal focuses on studios and streaming, fitting the core digital growth story whereas Paramount’s bid covered legacy cable and networks too, which could complicate integration and regulatory approval.
• Regulatory comfort: Despite fears about streaming concentration, both offers face antitrust scrutiny but Netflix’s structure is seen as less opaque and more straightforward to regulators.

Zaslav’s decision, backed by the board’s recommendation, reflects a belief that certainty and strategic fit outweigh headline numbers. It’s a choice that prioritizes execution risk and shareholder value over just a higher cash figure.

Paramount vs Netflix: How the Offers Stack Up

So Which Is Better for WBD Investors?

From a shareholder standpoint, value isn’t just headline price. The Netflix deal’s strength lies in its binding nature, strategic alignment and financing certainty, which reduces execution risk on a deal that would span well into 2027. That’s crucial for investors whose capital is tied up for the long term.

Paramount’s offer may seem more lucrative at first glance, but without solid financing commitment and with unresolved regulatory questions, its path to closing has wider hurdles, making it less attractive to cautious shareholders.

What Comes Next?

The Netflix merger is now the favored path forward, with shareholder and regulatory reviews underway. Antitrust scrutiny is likely, but the certainty of execution and strategic priority of streaming and studio assets put Netflix’s deal in the lead.

Zaslav’s stance is clear: reliability, shareholder value and long-term strategic fit matter more than a higher but uncertain cash offer, a choice that could reshape the entertainment industry for years to come. 

There is also a natural tension between how this deal feels and how it looks on paper. Myself being a big time cinephile, a Netflix-led Warner Bros. Discovery likely means a faster shift of iconic franchises toward streaming and fewer traditional theatrical releases over time, which I personally wouldn't like to see. But markets do not price sentiment. From a shareholder’s perspective, Netflix’s proposal offers greater certainty, clearer financing, and a more defined execution path. If Paramount wants to change the outcome, it will need to move beyond a higher headline number and directly address the board’s concerns around funding visibility and deal certainty. Until then, the balance of logic remains with Netflix, even if the emotional pull points elsewhere.

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