The fight over Warner Bros Discovery (WBD) just got more complicated. Activist investor Ancora Holdings has reportedly taken a $200 million stake in the media giant and plans to oppose its agreed $82.7 billion sale to Netflix (NFLX), according to the Wall Street Journal. Ancora's argument? The board hasn't properly considered a competing offer from Paramount Skydance Corp (PSKY).

This comes as Paramount, led by David Ellison, sweetened its hostile bid with some serious financial firepower. The company added a "ticking fee" that would compensate Warner shareholders for regulatory delays, plus a hefty $2.8 billion termination fee payable to Netflix if the deal falls through.

"We are making meaningful enhancements – backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility," Ellison said in a statement.

The Activist Angle

Ancora's stake amounts to less than 1% of Warner's nearly $70 billion market value, but the firm plans to keep buying shares, according to the Journal. If Ancora moves forward with nominating director candidates, it would focus on replacing board members with ties to Warner CEO David Zaslav.

It's a classic activist playbook: take a position, make noise, and push for change. Whether a sub-1% stake gives Ancora enough leverage remains to be seen, but in a deal this contentious, every voice gets amplified.

Paramount's Enhanced Offer

Here's what Paramount isn't doing: raising its $30-per-share all-cash offer. Instead, it's adding sweeteners around the edges. The "ticking fee" would pay shareholders 25 cents per share each quarter the deal remains unclosed past December 31, totaling about $650 million per quarter.

Paramount also said it would "eliminate" Warner's $1.5 billion financing cost tied to its debt exchange offer.

"While we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize," Ellison wrote to Warner's board. "If granted a short window of engagement, we will work with you to refine these solutions to ensure they address any and all of your concerns."

The revised offer is "fully financed" by $43.6 billion in equity commitments from the Ellison family and RedBird Capital Partners, plus $54 billion in debt commitments from Bank of America, Citigroup, and private equity firm Apollo.

Warner responded on Tuesday with a statement saying it would "carefully review and consider" the revised bid. Translation: we're listening, but we haven't changed our minds yet.

A High-Stakes Media Showdown

This battle would be blockbuster material if it weren't already happening in real life. The Netflix deal would combine the world's largest streaming platform with the historic Warner Bros. studio and HBO, creating an entertainment juggernaut.

Back in December, Netflix agreed to acquire Warner's studios and HBO Max streaming assets for $27.75 per share, part of a broader transaction structured around the planned spin-off of Warner's cable networks into a separate company.

Paramount quickly countered with a hostile, all-cash bid for the entire company, including CNN, TNT, and other cable channels. That set off this high-stakes showdown between two media giants, with Warner shareholders caught in the middle.

Warner's board has stood by the Netflix agreement so far, arguing it offers stronger value and a clearer regulatory path. But Paramount continues pressing its case directly to shareholders, and now it has an activist investor potentially backing that play.

Price Action: Warner Bros Discovery stock closed up 2.17% at $27.80 on Tuesday. The stock has rocketed nearly 158% over the past six months as deal speculation intensified.