Warner Bros. Discovery’s board of directors has unanimously rejected a revised acquisition offer from Paramount Skydance, declaring the proposal “inadequate” and urging shareholders instead to support its existing agreement with Netflix.

Paramount’s updated tender offer valued at about $108.4?billion included changes meant to address earlier concerns, such as a personal equity guarantee from Oracle co?founder Larry Ellison and a higher breakup fee.

However, Warner Bros. Discovery’s board said the terms still fall short of providing sufficient value and certainty for shareholders, pointing to significant risks, costs?and uncertainty around Paramount’s ability to close the deal.

In a letter to shareholders, the board reiterated that Paramount’s revised offer remains inferior to the company’s binding merger agreement with Netflix, which the board believes will deliver greater value with fewer execution risks.

Warner’s leadership specifically highlighted the heavy reliance on debt financing and potential operational restrictions that could hinder the company’s business during a prolonged closing period.

Paramount’s bid, backed by Ellison’s personal financial guarantee and significant debt financing, would require the company to carry tens of billions of dollars in obligations, raising concerns about the stability of financing and the likelihood the deal would successfully close.

Despite these adjustments, Warner’s board found that the offer still did not properly address key issues previously identified in negotiations.

By rejecting Paramount’s latest overture, Warner Bros. Discovery continues to advance its planned merger with Netflix, a separate deal that would see Netflix acquire the studio’s film, TV and streaming assets under terms the board believes provide a clearer financing structure and stronger long?term prospects.