Hostile Takeover Bids Spread From Warner Bros to Italian Banks

Hostile bids are working again

A hostile takeover bid was once a last resort. By late October 2026 it had become a normal tool for big deals. On October 6, Paramount Skydance finished buying Warner Bros. Discovery for $31 per share. The deal valued WBD at $110.9 billion, and the combined company is now called Skydance.1 Ten days later, the European Central Bank approved UniCredit's purchase of Commerzbank. Germany's finance minister had once called that bid "aggressive and hostile."12 In Italy, Monte dei Paschi di Siena is trying to escape a hostile approach by making €34 billion of bids of its own.43

The best reading of the coverage is that boards are losing the power to stall a bid simply by saying no. A determined buyer with money ready can now go straight to shareholders, and that approach is succeeding more often. Hostile approaches are not new. What has changed is how big they have become and how often they succeed. Boards now have to weigh that before they turn down an offer.

The media blueprint: Paramount's path to Warner Bros.

The Warner Bros. fight is the clearest example of a hostile bid that worked. In December 2025, WBD's board accepted Netflix's offer for its studio and streaming business, valuing it at $82.7 billion. The cable networks would have been spun off as a separate company called Discovery Global.1 Within days, Paramount launched an all-cash tender offer of $30 per share for all of WBD, worth about $108.4 billion in enterprise value. Its pitch to shareholders was $18 billion more cash than Netflix was offering.25 A tender offer goes around the board: the bidder asks shareholders to sell their shares directly instead of approving the agreed deal.28

The campaign took months. Paramount added sweeteners in February 2026. It offered to pay Netflix's $5.8 billion breakup fee and to back a debt exchange that would ease WBD's obligations to its bondholders.1 By late February, WBD's board had decided that Paramount's $31-per-share cash bid was a "Company Superior Proposal." Under the merger agreement, that gave Netflix a window to respond.22 Large shareholders helped push the board. Pentwater Capital wrote that the board had "violated its fiduciary duty" by rejecting Paramount without enough review. Mario Gabelli's GAMCO said early on that it would probably tender its clients' shares.1

The outcome came with conditions. The Justice Department cleared the deal in June without major concessions. A California lawsuit was settled with a five-year consent decree. It sets theatrical release windows, requires $1.5 billion of U.S. production spending over five years, and creates an independent board to protect editorial independence at CBS News and CNN.1 Politics was a theme throughout the coverage. Reports described the Ellisons lobbying the Trump administration, and President Trump attacking Netflix during the contest.122 Analysts can disagree about what this case proves. At a minimum, it shows that a hostile bidder with political allies and committed financing can break up a signed deal.

Finance: Italy's banking chain reaction

In finance, the clearest case is in Italy. Intesa Sanpaolo, the country's largest bank, made an unsolicited offer of about €36 billion for Monte dei Paschi (MPS) in June. MPS management rejected it, and the government in Rome has doubts about it.42 MPS responded on August 21 with two separate all-share bids. One values Banco BPM at about €25.3 billion and the other values Banca Generali at about €8.7 billion.44 MPS also proposed a €4 billion special payout to its shareholders, more than the roughly €3 billion in cash Intesa had offered.43

MPS shareholders vote on the plan on October 29. The reports disagree on what it takes to pass. Reuters-based coverage says Italian rules require more than 50% shareholder approval for defensive steps against Intesa's bid.4345 Another report says at least two-thirds approval is needed.46 That gap matters, because MPS's major shareholders include Delfin, Francesco Gaetano Caltagirone and the Italian Treasury.45

The bids may also be priced too low for the targets. The Banco BPM offer included no premium over its share price before the announcement.45 Banca Generali's implied value was slightly below the company's market value on the day before.48 Two large shareholders could block the deals. Crédit Agricole, Banco BPM's biggest investor, already sank an earlier MPS–BPM plan. Generali owns more than half of Banca Generali.4549 The likely conclusion is that the bids are mainly meant to fend off Intesa, rather than to win BPM and Banca Generali at any price.

In Germany, UniCredit's long campaign shows that patience can beat political opposition. Its €35 billion unsolicited share-exchange offer, announced in March, brought in nearly 18% more of Commerzbank's shares. With ECB approval, UniCredit is close to 48% of the voting rights and can keep buying with no upper limit.12 Commerzbank still argues that major structural changes need 75% majorities. Even so, Finance Minister Lars Klingbeil has switched from opposing the bid to calling for "constructive talks."12

The trend reaches smaller financial firms too. The fintech Moneyfarm reportedly turned down an offer from eToro worth €250 million to €300 million because it thought the price was too low.13

Beyond banks and studios

The pattern is broader than finance and media. Gold Fields made an A$38.7 billion ($27 billion) cash-and-share proposal for Northern Star Resources. The board unanimously rejected it, so Gold Fields began taking its case directly to investors.82 The activist fund Elliott, which owns 6.24% of Northern Star, reportedly wants the board to talk with Gold Fields.8 Germany's Evonik reportedly turned down a €10.3 billion offer from BASF as too low.16

In spirits, Sazerac's $15 billion all-cash offer for Brown-Forman, the maker of Jack Daniel's, has failed against family control.39 Brown family members control the voting shares. Their investment vehicle, Wolf Pen Branch, called a renewed offer "not actionable."37 Two heirs have accused the board of "rewarding failure" as the stock fell from the mid-$70s to the mid-$20s.31 The case shows the limit of hostile bids. Outside shareholders can pressure a board, but they cannot overrule a dual-class share structure that gives one group control of the votes.

Cannabis has its own fight. Curaleaf's hostile bid for Aurora Cannabis was raised to about $5 per share and expires December 4. Aurora's board has rejected it again.11 Aurora also won a ruling when the Alberta Securities Commission rejected Curaleaf's request to halt Aurora's share-sale program.15

Why now

The clearest data on the trend comes from Britain. White & Case found that U.K. public deal value topped £75 billion through the third quarter of 2026. That is nearly double the total for all of 2025. Hostile approaches quadrupled year on year, and overseas buyers accounted for 94% of deal value.5 The firm says the main cause is a long-running gap between U.K. company valuations and those of global peers.5

The deals described above point to three wider causes:

• Cheap or struggling targets. Northern Star's production restatements, Brown-Forman's falling share price and Commerzbank's history as a rescued bank each gave a bidder an opening.83112
• Large, flexible financing. Paramount combined family equity, RedBird Capital and $24 billion from Gulf sovereign wealth funds.1 Sazerac named Wells Fargo and Apollo as backers.35
• Activist investors. Elliott at Northern Star, and Pentwater and GAMCO at WBD, show that large shareholders are now willing to push boards toward selling.81

What to watch

The next few weeks will test this trend. The MPS vote on October 29 will decide whether a target can defend itself by becoming a buyer.45 UniCredit has promised to take control of Commerzbank by year-end.12 Curaleaf's December deadline will show whether a smaller hostile bidder can win when the target is debt-free and its board refuses to engage.11

The main lesson from the coverage is that a board's "no" now usually opens a negotiation rather than ending one. WBD's board turned down Paramount several times before calling its offer superior.122 Klingbeil went from calling UniCredit's bid unacceptable to asking for talks.12 Where boards still succeed, as at Brown-Forman, it is usually because of who controls the votes, not because of the price arguments.37 Directors who reject offers in 2026 should expect the bidder to take its case to their shareholders next.