Warner Bros. Discovery (WBD) is preparing to advise its shareholders to reject Paramount Skydance’s takeover offer and reaffirm support for its existing agreement with Netflix, as per reports.

The recommendation could be issued on 17 December with the WBD board citing greater long-term value, higher execution certainty and more favourable terms in Netflix’s proposal, The Wall Street Journal reported.

The development comes just over a week after Paramount Skydance launched a hostile USD 108.4 billion all-cash tender offer directly to WBD shareholders, seeking to block Netflix’s USD 72 billion equity deal for WBD’s studios, HBO and HBO Max streaming service.

Netflix’s agreement values WBD at an enterprise value of USD 82.7 billion and excludes cable networks such as CNN and TNT Sports, which are slated to be spun off into a separate entity, Discovery Global.

WBD shares fell to USD 28.90 on Tuesday after trading close to USD 30 in recent weeks.

Netflix’s deal, announced on 5 December after a competitive process that included Comcast, offers WBD shareholders USD 23.25 in cash and Netflix stock valued at about USD 4.50 per share, taking the total consideration to USD 27.75.

According to reports, WBD’s board has raised concerns over Paramount’s financing arrangements, including reliance on a trust structure for equity backing by billionaire Larry Ellison, David Ellison’s father, without a personal guarantee. Affinity Partners, founded by Jared Kushner, has also withdrawn from the financing group, citing changed investment dynamics while continuing to support Paramount’s strategic rationale.

Both deals face regulatory scrutiny from US antitrust authorities. Netflix’s acquisition could further strengthen its dominance in streaming, potentially controlling more than 40 per cent of global subscription video-on-demand subscribers when combined with HBO Max.

The US Justice Department has begun preliminary reviews of the transaction.

Paramount has said its offer provides greater certainty through an all-cash structure and a faster closing timeline of 10 to 12 months, compared with Netflix’s estimated 12 to 18 months, and has highlighted potential annual synergies of USD 6 billion.

WBD, however, is said to favour Netflix’s focus on premium content and streaming over exposure to traditional television businesses.

Paramount’s tender offer is open until 8 January, 2026, allowing time for a possible revised bid.