Activist investor Ancora is openly urging Warner Bros. Discovery shareholders to reject Netflix’s proposed $82.7 billion acquisition, staking a $200 million position in WBD to bolster its campaign. The firm, which has led high-profile shareholder drives in the past, is lining up behind Paramount’s rival bid and pressing WBD’s board to revisit its options, according to a statement first reported by the Wall Street Journal.
Ancora’s move injects fresh uncertainty into a blockbuster media deal that had appeared to be building momentum. The investor says it will vote against the Netflix transaction, rally other holders, and seek board accountability at WBD’s next annual meeting if the company refuses to reconsider Paramount’s offer.
Why Ancora Is Breaking Ranks on the Netflix-WBD Deal
Ancora argues the Netflix proposal carries heavier regulatory risk, provides less near-term cash to WBD holders, and could drag out closing. The investor’s critique aligns with objections raised by Paramount, which contends its package offers a clearer path to value without prolonging uncertainty.
The cash question matters. WBD has shouldered more than $40 billion in debt since combining WarnerMedia and Discovery, and cash-rich consideration typically commands a premium in highly leveraged situations. A protracted closing process can also erode deal value through execution risk, talent flight, and prolonged integration limbo.
Paramount’s Sweeteners Aim to Shift the Math
Paramount recently enhanced its competing bid with a “ticking fee” of $0.25 per WBD share for each quarter the transaction remains unclosed after December 31, 2026, putting a price on delay that accrues directly to shareholders. Crucially, Paramount also pledged to cover a $2.8 billion termination fee that WBD would owe Netflix if it pivots to the rival offer.
Such deal mechanics are designed to de-risk the choice for investors. Ticking fees are a familiar lever in large-cap M&A, compensating targets for time and uncertainty; similarly, backstopping a break fee can materially reduce the penalty for walking away.
A Lopsided Vote Yesterday Is Not Destiny
WBD has disclosed that more than 93% of shareholders previously favored the Netflix path over Paramount’s, underscoring just how uphill Ancora’s campaign may be. Even so, activist campaigns often hinge on momentum rather than starting positions, particularly when large institutions hold the bulk of shares and remain open to revised terms.
Ancora is signaling it will try to coalesce a critical minority that forces the board to reopen negotiations. In practical terms, even a modest block of swing votes can prompt boards to extract better terms, add contingency protections, or table a decision pending regulatory clarity.
Regulatory Overhang Could Be the Wild Card
The core of Ancora’s regulatory argument is straightforward: combining Netflix’s dominant streaming footprint with WBD’s marquee franchises and linear assets would draw intense scrutiny from the Department of Justice, the Federal Trade Commission, and overseas regulators. Nielsen’s The Gauge has consistently shown Netflix as the leading streaming service by share of U.S. TV time, frequently in the mid-to-high single digits of all television viewing—a scale that invites searching questions about market power post-deal.
Recent enforcement trends add to the uncertainty. High-profile actions, from the European Commission’s push against certain tech and life sciences tie-ups to activist-driven pressure that helped unravel deals like Illumina’s GRAIL acquisition, show that strategic logic alone does not guarantee clearance. For WBD investors, a prolonged review could mean drawn-out limbo with no assurance of approval.
What to Watch as Pressure Builds on WBD’s Board
Key signposts now include whether WBD forms or empowers a special committee to reassess proposals, if Netflix revises its offer to add cash or risk-sharing protections, and whether Paramount further enhances its terms. Shareholder outreach from all sides will intensify as Ancora tests whether it can marshal enough support to change the trajectory.
Market reaction will likely turn on perceived closing certainty. In contested situations, even small shifts in regulatory odds or deal structure can swing sentiment quickly. For now, Ancora has ensured that what once looked like a straight path for Netflix will be contested at every step—by investors, by rival bidders, and potentially by regulators.
If the campaign gains traction, expect tougher negotiations, more explicit protections for WBD holders, and a recalibration of timelines. If it stalls, the earlier vote margins suggest Netflix retains the inside track. Either way, the endgame will be decided by who can offer the most value with the least risk—and prove it to a skeptical, highly informed shareholder base.
