Netflix’s Ted Sarandos slams Paramount over Warner Bros. Discovery merger, says “they don’t really understand the deal”

Public statements by Netflix co-CEO Ted Sarandos disparaging Paramount's competing offer have made the struggle over the merger of Netflix and Warner Bros. Discovery more severe.

Sarandos referred to Paramount in a CNBC interview and asserted that it is trying to confuse the zone and misinform while trying to undermine the signed deal Netflix has with Warner Bros. Discovery (WBD). As per Deadline, Sarandos accused Paramount, saying that it has been,

"making a ton of noise, flooding the zone with confusion for shareholders, so they don’t really understand the deal, including floating all these hypothetical offers and talking directly to the shareholders and bypassing the Warner Bros. Discovery board.”

This is after his remarks, as the board of WBD still recommends the Netflix deal, and examines a competing offer with the support of Skydance.

At risk is a merger that is worth an enterprise value of about $82.7 billion, such as an equity value of about $72 billion, at a price of $27.75. It is currently proceeding to a planned shareholder vote on March 20, 2026, unless a better offer is found prior to the deadline of February 23.

Netflix-Warner Bros. discovery contract

A final merger deal between Netflix and Warner Bros. Discovery was concluded in December 2025. It is structured to be targeted at an enterprise value of about 82.7 billion.

Under the agreement:

The value of equity is worth around 72 billion.
The shareholders are provided with 27.75 per share.
The WBD board endorses the Netflix transaction.

The deal comes after several months of bargaining and has a provision of regulatory approval before closing. The expectation is that it would be around 1218 months with some approvals to complete the merger.

Notably, the Netflix deal concerns the Netflix studios and streaming assets of the proposed Discovery Global spinoff, which is scheduled for the third quarter of 2026 at Warner Bros. Discovery.

By February 18, 2026, the board had not revised its recommendation in favor of Netflix.

Paramount’s rival offer

Although it was signed, Paramount, acting on behalf of Skydance, has made an offer to the board of rivals to Warner Bros. Discovery.

The Board of WBD has allowed Paramount to make a best and final offer till February 23, 2026. This is one of the fiduciary responsibilities of the board to consider potentially better proposals on behalf of the shareholders.

The fact that this review exists does not imply that this Netflix deal has been rejected. It implies that the board has a legal obligation to get serious alternatives.

The merger between Netflix and another company is officially approved until the time that another recommendation is made.

What Ted Sarandos really said

Ted Sarandos mentioned his competitor's bid for Paramount in his appearance on CNBC. He charged Paramount with bombarding the zone with confusion and spewing misinformation in its messages surrounding the competing offer.

Those statements were coupled directly to the way Paramount has presented its alternative to shareholders. At the time of the interview, Sarandos made no finer points about the financial structure of Paramount, but he certainly oriented the audience to the idea that Netflix was protecting the transparency and soundness of the signed agreement.

No transcript has been provided of Sarandos saying the wording of the deal is not really understood. The established language focuses on disorientation and falsehood.

The position of Warner Bros. Discovery

Warner Bros. Discovery has formally expressed its approval of the Netflix merger both in its public statements and in official filings.

The company has:

Proxy documents of the Netflix deal.
Later, set a shareholder vote date of March 20, 2026.
Established that the Netflix agreement is still being advised by the board.
Meanwhile, WBD admitted that it is considering the proposal of Paramount based on fiduciary obligations.
No withdrawal of support for Netflix has been official.

Confirmed information

By February 18, 2026, the following points are established:

In December 2025, Netflix and Warner Bros. Discovery established a conclusive merger contract.

The transaction has an enterprise and equity value of around 82.7 billion and 72 billion, respectively.

The per-share offer is $27.75.
The Netflix deal is endorsed by the board of WBD.
The vote of the shareholders will be on March 20, 2026.
Paramount has placed a competing offer that was supported by Skydance.
Paramount will have 23 February 2026 to present a best and final offer.
Ted Sarandos criticized Paramount for bringing confusion to the zone and disseminating misinformation.

What remains uncertain

There are still a number of unaddressed issues:

Will the paramount offer be higher than that of 27.75 per share? Will the WBD board decide that the proposal of Paramount is more financially superior? What does a Netflix-WBD merger do that a Paramount-supported one does not?

There are no official updates to change the timeline and board recommendation yet.

What happens next?

The next short-term target is the day of February 23, when Paramount will be required to provide its final bid.

Should the board decide that the Paramount offer is not the best, the Netflix merger will proceed to the March 20 shareholder vote and review under regulations.

Should the board vary its recommendation, it may have a change in direction of the process, including renegotiation or the termination of the Netflix agreement.

Anyhow, the process itself is being undertaken following laid down legal schedules.

What this means for viewers

In the case of audiences, there is no immediate effect. Meanwhile, streaming services, film releases, and television programming are the same. Major mergers are also time-consuming to close, and major integration of operations only occurs when the merger is approved by the regulators.

The projected 12-18 month closing period implies that any apparent modifications are anticipated to take place far later, in 2027.

The merger approval will lead to streaming platforms, branding, pricing, and content strategy changes that will be implemented slowly over time. The companies will first focus on their business integration and regulatory requirements before they implement changes that affect consumers.

Netflix and Paramount's dispute over Warner Bros. Discovery has now become distinct. Netflix has signed a merger valued at some 82.7 billion that was recommended by the board at WBD and is set to go to a March shareholder vote. Paramount is trying to substitute that bid with an alternative offer before the expiry of 23rd February.

The statements made by Ted Sarandos that Paramount results in confusion and misinformation show how seriously Netflix is defending its deal. To date, the Netflix-Warner Bros. Discovery deal is the one the company has agreed upon, but the success will be determined by whether Paramount's ultimate offer will transform the board early next week.

Also read: “Was entirely expected”: Netflix’s Ted Sarandos speaks out on Paramount’s surprising bid for Warner Bros. Discovery