Ancora Holdings Group has come out against Warner Bros. Discovery’s proposed merger with Netflix, arguing the transaction offers lower value and greater risk to shareholders than a competing all-cash bid from Paramount Skydance.
In a statement and investor presentation released Wednesday, the activist investor criticized the structure of the Netflix agreement and questioned whether it could win regulatory approval. Ancora said the deal asks shareholders to accept uncertain terms tied to a planned spinoff and complex financing, calling the path forward a long shot.
Under the Netflix agreement announced in December, WBD shareholders would receive $23.25 per share in cash and $4.50 in Netflix stock, valuing the company at $27.75 per share. Part of the cash component depends on the planned spinoff of Discovery Global Networks, with final amounts tied to debt allocations and the new entity’s equity value.
Ancora argued those variables make it difficult for investors to know what they will ultimately receive. By contrast, Paramount’s competing proposal offers $30 per share in cash, which Ancora described as providing clearer and more reliable value.
Paramount’s bid, disclosed shortly after the Netflix deal became public, is estimated at roughly $108.4 billion, compared with Netflix’s $82.7 billion transaction. Paramount has also added protections aimed at easing concerns, including regulatory assurances and an offer to cover a breakup fee if WBD exits its Netflix agreement.
Ancora, which said it holds about a $200 million economic stake in WBD, warned that it will vote against the Netflix transaction if the board declines to reengage with Paramount. The firm added it may seek to hold directors accountable at the company’s 2026 annual meeting if it believes they fail to pursue the best available outcome.
The investor also raised antitrust concerns, saying the Netflix merger could face scrutiny from U.S. and European regulators. Although the transaction is largely vertical — combining streaming distribution with production assets such as a film studio, television operations and HBO — Ancora said the review process remains uncertain and could delay or derail the deal.
Netflix pushed back on criticism, saying it is working with the U.S. Department of Justice as part of the standard merger review and accusing Paramount of mischaracterizing the process.
Warner Bros. Discovery has not publicly commented on Ancora’s latest objections.
The competing bids set up a high-stakes choice for shareholders between a mixed cash-and-stock deal with Netflix and a higher-priced, all-cash offer from Paramount, as the media sector continues to consolidate around streaming and content scale.
