Warner Bros. Discovery wants to hear Paramount’s “best and final offer” for its media company, opening a short window for discussion on a bid while urging shareholders to move forward with the merger with Netflix and reject Paramount’s current hostile bid.

If that sounds complicated, that’s because it is.

Warner Bros. Discovery, or WBD for short, is worth tens of billions of dollars, and its board is trying to squeeze as much as $1 billion out of potential suitors.

So the company is restarting negotiations with Paramount for a higher price, recognizing that Netflix can and will likely meet the price.

Netflix has been aggressively critical of Paramount, stating that Paramount’s “financing challenges and rapid deleveraging plans pose significant risks to the entertainment industry.”

Last December, WBD agreed to sell most of the company, including Warner Bros. movie studios and HBO, to Netflix. WBD’s cable channels, including CNN, are not included in the sale.

The deal with Netflix was also a rejection of Paramount. But Paramount CEO David Ellison responded by making a $30-per-share offer for all of WBD, including CNN, directly to shareholders.

This is a proposal that WBD officially opposes. Tuesday morning, WBD announced that an extraordinary general meeting of shareholders would be held. It will recommend a vote to approve Netflix’s deal that values ​​the studio and streaming assets at $27.75 per share.

WBD argued against Paramount’s offer, arguing that a sale to Netflix and the creation of a new company, Discovery Global, to house the cable channels were the best options available to investors. too dangerous And he likens it to a leveraged buyout.

However, there is a big unknown. What is Paramount’s “best and final” offer?

In negotiating terms, that’s the maximum a buyer is willing to pay, but Paramount hasn’t revealed the answer.

During the initial bidding war for WBD last year, Paramount indicated it was willing to pay more than $30 per share. According to WBD, a Paramount representative told Warner directors last week that Paramount would agree to pay $31 per share if the two sides negotiated a deal.

This person indicated that $31 was not the final offer and left room for further adjustments.

Therefore, despite having a merger agreement in place, Netflix granted WBD a limited exemption from negotiations with Paramount over the next seven days.

“We are seeking the best and final offer,” WBD said in a letter to Paramount’s board Tuesday morning.

The rest of the letter, full of financial jargon and legal jargon, can be translated as follows: It’s time to put up or shut up.

Paramount made some moves in WBD’s direction last week, submitting the following amendments: It became a little sweeter Acquisition conditions.

A deal with Paramount could mean even more cash for the company, which was trading at $10 a share a year ago before sale talks got underway.

“Throughout the process, our sole focus has been on maximizing value and certainty for WBD shareholders,” WBD CEO David Zaslav said in a press release on Tuesday.

Referring to Paramount by its stock ticker symbol, he said, “At every step, we have provided PSKY with clear instructions on the deficiencies in their proposal and opportunities to address them. We are currently in discussions with PSKY to determine whether PSKY can provide a viable and binding proposal that will provide superior value and certainty to WBD shareholders through a best and final proposal.”

Paramount has already filed a lawsuit over the merger dispute, so WBD’s move as planned could be seen as a legal safeguard.

Warner stressed on Tuesday that the board has not determined that Paramount’s proposal is “more likely than not to be a better deal than the Netflix merger.”

But they’re going to talk – so it’s not entirely unlikely.

“While we believe our transaction provides excellent value and certainty, we recognize that PSKY’s antics continue to disrupt WBD shareholders and the broader entertainment industry,” Netflix said in a statement Tuesday morning. “Accordingly, we have granted WBD a limited seven-day waiver of certain obligations under the Merger Agreement to allow us to work with PSKY to fully and conclusively resolve this matter.”

Netflix also mentioned “foreign funding” supporting Paramount’s bid, with the bulk of that money coming from the royal families of Saudi Arabia, Qatar and Abu Dhabi.

Netflix said the funding “already raises serious national security concerns” and said it expected increased scrutiny from regulators in multiple countries.

As Lightshed Partners’ Rich Greenfield recently said, “The war at Warner Bros. will one day lead to a great Succession spinoff series on Netflix.”