Activist investor Ancora Holdings has signaled its strong opposition to Warner Bros Discovery's planned transaction with Netflix, favoring instead an improved offer from Paramount. Ancora, holding a significant stake, contends that the Warner Bros board did not thoroughly evaluate Paramount's comprehensive bid, which includes the entirety of the company's assets. The investor warns that the Netflix deal carries substantial risks related to valuation, the uncertain future of a planned spinoff, and potential regulatory hurdles, urging Warner Bros to reconsider its current recommendation before a crucial shareholder vote in April.
Activist Investor Ancora Challenges Warner Bros-Netflix Merger, Advocates for Paramount's Superior Proposal
In a significant development unfolding on Wednesday, February 11, 2026, activist investor Ancora Holdings, with assets under management totaling $11 billion, announced its acquisition of a stake in Warner Bros Discovery. The firm's stated intention is to actively oppose Warner Bros' proposed deal with Netflix concerning its studio and streaming divisions. Ancora's stance stems from its belief that the Warner Bros board did not adequately engage with Paramount Skydance's rival offer, which encompassed the entire company, including valuable cable assets such as CNN and TNT.
Ancora, whose stake is valued at nearly $200 million, declared its intention to vote against the Netflix deal at the upcoming Warner Bros shareholder meeting, anticipated by April. This opposition is contingent on Warner Bros reversing its recommendation in favor of the acquisition. The activist investor, via its official website, highlighted that the current Netflix-Warner Bros Discovery transaction compels shareholders to accept an inferior valuation, gamble on an unpredictable spinoff, and bear considerable regulatory risks. This, Ancora argues, is despite the availability of a more lucrative and certain offer of $30 per share from Paramount.
Neither Warner Bros, Paramount, nor Netflix immediately provided comments in response to inquiries. Warner Bros, with a market capitalization of approximately $68 billion, sees Ancora's stake representing less than 1% of its outstanding shares.
Both Paramount and Netflix are keen to acquire Warner Bros, drawn by its leading film and television studios, extensive content library, and major franchises like "Game of Thrones," "Harry Potter," and iconic DC Comics superheroes such as Batman.
In a strategic move to court investors, Paramount on Tuesday enhanced its bid. The revised offer includes an additional $650 million in cash for Warner Bros investors for each quarter the deal's closing is delayed beyond this year. Furthermore, Paramount committed to covering the $2.8 billion breakup fee that Warner Bros, as the owner of HBO, would owe to Netflix should it withdraw from their agreement. While Paramount did not increase its total bid of $108.4 billion (including debt), it reiterated that its offer boasts a clearer path to regulatory approval compared to Netflix's $27.75 per share, or $82.7 billion (including debt) deal.
Warner Bros acknowledged Paramount's revised offer, stating it would review the proposal, but maintained its recommendation supporting the Netflix deal. Previously, Paramount had extended the deadline for its tender offer to February 20, aiming to persuade investors. Analysts and Warner Bros executives had previously suggested that Paramount would need to raise its offer to re-initiate deal discussions. However, Ancora believes Paramount's improved terms are sufficient to potentially qualify as a superior proposal under the Netflix agreement, paving the way for renewed negotiations.
Ancora also echoed Paramount's concerns that the Netflix deal exposes Warner Bros shareholders to significant uncertainty. This uncertainty arises because the cash received by shareholders would depend on the financial health of the cable assets, which are slated to be spun off into Discovery Global prior to the acquisition. Paramount has expressed the view that these cable assets hold little value, pointing to the performance of Versant, a Comcast spinoff that includes digital assets and TV channels like CNBC, whose shares have dropped approximately 35% since their January listing. Ancora concluded that Warner Bros is asking shareholders to vote for an uncertain final cash consideration based on undisclosed debt allocation and an unknown equity value.
The activist investor additionally raised concerns about potential antitrust hurdles for the Netflix-Warner Bros transaction. Such a merger could establish Netflix as the world's largest streaming service, boasting nearly half a billion subscribers, potentially leading to reduced competition in various markets. Reports indicate that the U.S. Department of Justice is investigating whether Netflix has engaged in anti-competitive practices as part of its regulatory review of the deal. Netflix, in its defense, has highlighted that Google's YouTube commands more viewing time on U.S. televisions than other streaming services. The DOJ is also scrutinizing Paramount's bid. Paramount reported on Tuesday that it certified compliance with the Department of Justice's second request on Monday, triggering a 10-day waiting period, and has secured foreign-investment clearance in Germany. The company also confirmed ongoing discussions with antitrust regulators in the U.S., the European Union, and the UK. Ancora asserts that antitrust concerns are greater for Netflix than for Paramount, as the former's deal is more likely to substantially diminish competition. The activist investor characterized Netflix's path to approval as a "Hail Mary."
The unfolding drama surrounding the acquisition of Warner Bros Discovery underscores the complex and competitive landscape of the media industry. Ancora's intervention highlights the critical role activist investors play in scrutinizing corporate decisions and advocating for shareholder interests. This situation serves as a compelling reminder for companies to meticulously evaluate all potential offers and ensure transparency and fairness in their decision-making processes, especially when dealing with significant mergers and acquisitions. The outcome of this battle will not only reshape the future of these major media entities but also set precedents for corporate governance and shareholder engagement in a rapidly evolving market.