WBD Advises Shareholders Not To Take Any Action As It Reviews Paramount's Amended Takeover Offer

Core Viewpoint - Warner Bros Discovery (WBD) is reviewing an unsolicited tender offer from Paramount Skydance to acquire its outstanding shares for $30 each in cash, while maintaining its commitment to the Netflix merger agreement [1][2][3]. Group 1: Tender Offer Details - Paramount Skydance's amended offer of $30 per share is not higher than previous bids but addresses concerns raised by WBD's CEO David Zaslav [2]. - The WBD Board previously rejected Paramount's offer, citing inadequate value and significant risks to shareholders, and reaffirmed its commitment to the Netflix merger agreement [3]. - WBD shareholders have until January 21 to respond to the amended tender offer, which includes a $40.4 billion personal equity financing guarantee from Larry Ellison and a $5.8 billion breakup fee [4]. Group 2: Financing and Risk Considerations - The previous offer from Paramount included a financing backstop from the Ellison Family Revocable Trust, which WBD deemed too risky [5]. - RedBird Capital's Gerry Cardinale stated that the trust issue was a distraction and has been removed from the proposal, allowing the offer to be taken more seriously [6].