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Warner Bros. Discovery is reopening takeover discussions with Paramount Global, owned by Skydance Media, to hear what it calls the company’s “best and final” offer — even as it continues to back its previously announced merger agreement with Netflix.

In a regulatory filing Tuesday, Warner said it received a seven-day waiver from Netflix allowing it to resume talks with Paramount through Monday. The narrow window is designed to address unresolved “deficiencies” and clarify certain terms in Paramount’s most recent proposal.

Board Stands by Netflix — For Now

Despite reopening discussions, Warner’s board reiterated its recommendation that shareholders approve the Netflix transaction. A special meeting to vote on that deal is scheduled for Friday, March 20.

Netflix, in a statement, expressed confidence that its proposal “provides superior value and certainty,” while acknowledging what it described as “the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY’s antics.” The streaming giant said it granted the waiver so Warner could “finally resolve this matter.”

Warner leadership echoed that sentiment, maintaining public support for the Netflix agreement even as fresh talks begin.

Paramount Pushes Back

Paramount described Warner’s decision as “unusual,” arguing the board could have evaluated its offer without imposing a timed deadline. Nevertheless, the company said it remains prepared to engage in “good faith and constructive discussions.”

Paramount reaffirmed its $30-per-share tender offer — which it insists surpasses Netflix’s bid — and said it would continue pursuing a proxy fight.

Two Very Different Visions

At the heart of the drama lies a stark contrast in ambition.

In December, Netflix agreed to acquire Warner’s studio and streaming operations for $72 billion in an all-cash transaction. The deal, valued at roughly $83 billion including debt, equates to $27.75 per share and would cover Warner’s legacy film and television production businesses, as well as HBO Max. The agreement would close after Warner completes a previously announced separation of its cable networks.

Paramount, by contrast, seeks to acquire the entire Warner enterprise — including networks such as CNN and Discovery — through a hostile $77.9 billion all-cash bid launched days after the Netflix deal was unveiled. Including debt, Paramount’s enterprise valuation stands near $108 billion, or $30 per share.

Warner disclosed Tuesday that a Paramount representative separately indicated a willingness to increase the offer to $31 per share “pending engagement.”

Analysts See Rising Stakes

Analysts at Raymond James said they had long believed Paramount would sweeten its bid, and recent developments suggest momentum in that direction. If Paramount raises its price to $32 or $33 per share, they noted, it could become increasingly difficult to argue that Netflix’s agreement is superior — though Netflix could counter with a higher offer.

“Netflix is still in the driver’s seat, but now having to make its case,” analysts wrote in a Tuesday note.

Paramount has already sweetened its pitch. Last week, it offered a “ticking fee” of 25 cents per share — roughly $650 million per quarter — if its transaction fails to close by year-end. The company also pledged to cover Warner’s $2.8 billion breakup fee owed to Netflix under the merger agreement.

Shareholder Tug-of-War

Paramount has extended its tender offer three times, with the latest deadline set for March 2. As of early last week, more than 42.3 million Warner shares had been validly tendered and not withdrawn — down sharply from over 168.5 million shares on Jan. 21. Even so, that remains a fraction of Warner’s 2.48 billion outstanding Series A shares.

Meanwhile, activist investor Ancora Holdings publicly opposed Warner’s proposed merger with Netflix last week, adding another layer of pressure.

Beyond its tender offer, Paramount confirmed it will nominate its own slate of directors at Warner’s upcoming annual meeting, signaling an escalating proxy contest.

Regulatory Clouds Gather

The prospect of either transaction has drawn scrutiny from lawmakers worldwide concerned about antitrust implications. The U.S. Department of Justice has initiated a review, and regulators in other countries may also examine the deals.

Both Paramount and Netflix said they received securities clearance from German authorities last month.

Shares of Warner Bros. Discovery rose more than 3% in Tuesday trading. Paramount gained over 5%, while Netflix edged slightly higher.

What unfolds after the seven-day window closes remains uncertain. For now, Hollywood’s high-stakes showdown continues — a battle not just for assets, but for the future architecture of the entertainment industry.