PARAMOUNT REAFFIRMS COMMITMENT TO DELIVERING SUPERIOR $30 PER SHARE ALL-CASH OFFER TO WARNER BROS. DISCOVERY SHAREHOLDERS

Core Viewpoint - Paramount Skydance Corporation has made a $30.00 per share all-cash offer to acquire Warner Bros. Discovery, Inc., which it claims is superior to WBD's existing agreement with Netflix, providing greater value and certainty for WBD shareholders [1][2][4]. Paramount's Offer vs. Netflix Agreement - Paramount's offer of $30.00 per share is straightforward and easy to value, while Netflix's transaction includes uncertain components that have decreased in value, now estimated at $27.42 per share for WBD shareholders [2][3]. - The Netflix deal initially offered $23.25 in cash and $4.50 in Netflix stock, but the current stock price of Netflix is below the low end of its collar, diminishing the overall value for WBD shareholders [2][3]. Financial Analysis of Discovery Global - Paramount's analysis values Discovery Global at $0.00 per share based on a forward EBITDA multiple of 3.8x and projected EBITDA of $3.9 billion for the next twelve months [5][6]. - The analysis assumes a significant allocation of corporate overhead and stock-based compensation expenses, leading to a fundamental value of $0.00 per share for Discovery Global [5][6]. Debt and Valuation Considerations - If Discovery Global trades in line with Versant, it is expected to have no equity value, and there are reasons to believe it should trade at a discount due to higher leverage and poorer financial performance compared to Versant [8][9]. - The Netflix agreement includes a mechanism that could reduce cash and stock consideration for WBD shareholders if Discovery Global is capitalized with less debt, further complicating the valuation for WBD shareholders [8][10]. Paramount's Commitment and Financing - Paramount has secured $54.0 billion in debt financing from reputable financial institutions, ensuring the certainty of its offer compared to the uncertainties surrounding the Netflix deal [11][12]. - The company emphasizes its commitment to engaging with WBD shareholders and addressing any concerns regarding its offer [4][11].