Activist investor Ancora Holdings has amassed a roughly $200 million stake in Warner Bros. Discovery and plans to oppose Netflix’s $83 billion deal to acquire its studio and streaming assets, according to the Wall Street Journal. The stake accounts for less than 1% of WBD’s total outstanding shares.
Ancora, which is expected to announce its position as soon as Wednesday per the outlet, believes that Warner’s board has failed to adequately engage with Paramount Skydance’s $30 per share, all-cash offer for the entire company and has reportedly threatened to launch a proxy fight that would focus on replacing members with ties to CEO David Zaslav. The Journal adds that the firm has questioned whether Zaslav favored the Netflix deal to obtain an executive role at the streamer after the transaction closes.
In an investor presentation reviewed by the Journal, Ancora expressed antitrust concerns about the Netflix deal and called it “uncertain and inferior.” It also questioned the Discovery Global spinoff, which would saddle Warner’s cable networks with $17 billion in debt as of June 30, 2026. Additionally, the firm defended the Ellison family’s record and said it expects Paramount to receive all necessary antitrust approvals.
Representatives for Ancora and WBD did not immediately return TheWrap’s request for comment.
On Tuesday, Paramount CEO David Ellison amended its $30 per share bid, marking its ninth proposal to date. The latest offer includes a 25 cent per share ticking fee, which is the equivalent of approximately $650 million cash value each quarter, that would be paid to shareholders for every quarter the transaction is not closed beyond Dec. 31, 2026.
The company has also committed to funding a $2.8 billion termination fee payable to Netflix and reimbursing WBD shareholders for a $1.5 billion financing cost associated with a debt exchange without reducing its $5.8 billion breakup fee.
Paramount also said it would either extend the company’s existing $15 billion bridge loan and cover any incremental costs to do so or permit WBD to “structure permanent financing in any way it chooses so long as the debt is redeemable at a commercially reasonable cost.”
Additionally, Paramount said it would provide flexibility between signing and closing of a deal, including by matching any comparable Netflix interim operating covenants, and said it is open to discussing “contractual solutions to account for the possibility of continuing deteriorating financial performance beyond what WBD is currently projecting for its linear network business.”
The amended offer includes $43.6 billion of equity commitments from the Ellison family and RedBird Capital Partners and $54 billion of debt commitments from Bank of America, Citigroup and Apollo. Oracle co-founder Larry Ellison has also made an irrevocable personal guarantee towards $43.3 billion of the equity financing as well as any damage claims against Paramount.
Warner Bros. Discovery’s board said it would “carefully review and consider” the proposal, but noted that it wouldn’t change its recommendation on the Netflix deal.
The board will advise shareholders about its decision on the latest Paramount offer following a review and consultation with its financial advisors Allen & Company, J.P. Morgan and Evercore and legal counsel Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP.
“WBD stockholders are advised not to take any action at this time with respect to the amended Paramount Skydance tender offer,” the board added.
The latest twist comes as 42.3 million shares have been validly tendered to Paramount as of Monday, a 75% decline from its prior disclosure of 168.5 million shares tendered on Jan. 21 and a small portion of WBD’s total 2.48 billion outstanding shares. Investors can withdraw their tender at any time before the Feb. 20 deadline.
Paramount also said it has complied with the Department of Justice’s second request for information on Monday as regulator reviews its tender offer. The waiting period will expire 10 calendar days after Paramount certified “substantial compliance with such request” at 11:59 p.m. ET. Even if Paramount’s bid clears the Hart-Scott-Rodino (HSR) review period, the DOJ can still investigate or challenge a potential deal with Warner Bros.
Additionally, Paramount said it received clearance from foreign investment authorities in Germany on Jan. 27.
In addition to the latest bid, Paramount has launched its own proxy battle and is urging shareholders to vote against the Netflix deal as well as the pending spinoff of Warner’s cable networks into Discovery Global. Shareholders are expected to vote on the Netflix deal by April. It is expected to close within 12 to 18 months, pending regulatory approval.
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