Warner Bros. Discovery Sets Shareholder Meeting Date of April 23, 2026 to Approve Transaction with Paramount Skydance Accessibility StatementSkip Navigation WBD Shareholders Have Opportunity to Vote on All-Cash Transaction with Clear Path to Close Board Unanimously Recommends Shareholders Vote FOR Paramount Merger NEW YORK, March 26, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. ("WBD" or "Warner Bros. Discovery") (NASDAQ: WBD) today announced that it will hold the Special Meeting of Shareholders (t ...

Core Viewpoint - Paramount executives confirmed that there are no plans to divest any legacy cable networks following the merger with Warner Bros. Discovery, emphasizing the value of their combined assets [1][2][3] Group 1: Company Strategy - The company believes in the potential of its linear channels and sees opportunities to revitalize these brands for both linear and digital platforms [2][3] - There are currently no divestitures planned, as the company aims to maintain its cable assets to reduce leverage [3] - The merger is expected to create operational efficiencies that will enhance the health of the combined businesses, benefiting jobs and free cash flow [5] Group 2: Market Presence - The combined entity will have a significant global presence, operating in over 200 countries and territories with a diverse portfolio of networks including CBS, CNN, TBS, and others [6] - The strategy includes providing more opportunities for global distribution and local production, catering to both linear and streaming audiences [6] Group 3: Competitive Landscape - The merger follows a competitive landscape where other companies, like Comcast, have spun off cable networks into standalone entities, highlighting a trend in the industry [3][4]

Core Viewpoint - Warner Bros. Discovery (WBD) has received a revised acquisition proposal from Paramount Skydance Corporation (PSKY) for all outstanding shares of WBD common stock, which is currently under review by WBD's Board in consultation with financial and legal advisors [1] Group 1: Acquisition Proposal - The revised proposal from PSKY follows a seven-day limited waiver period during which WBD engaged with PSKY [1] - WBD's Board continues to recommend the ongoing merger agreement with Netflix, advising shareholders not to take any action regarding the PSKY tender offer at this time [1] - Financial advisors for WBD include Allen & Company, J.P. Morgan, and Evercore, while legal counsel is provided by Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP [1] Group 2: Company Overview - Warner Bros. Discovery is a leading global media and entertainment company, known for its diverse portfolio of branded content across various platforms including television, film, streaming, and gaming [1] - The company operates iconic brands such as HBO Max, CNN, and Discovery Channel, among others [1] Group 3: Regulatory and Shareholder Information - WBD has filed a solicitation/recommendation statement with the SEC regarding the PSKY tender offer, and shareholders are encouraged to read all relevant documents once available [1] - A definitive proxy statement related to the proposed transaction with Netflix was mailed to WBD stockholders around February 17, 2026 [2]

Core Viewpoint - Warner Bros. Discovery has received a revised acquisition proposal from Paramount Skydance to acquire all outstanding shares of WBD common stock, which is currently under review by the Board in consultation with financial and legal advisors [1] Group 1: Acquisition Proposal - The revised proposal from Paramount Skydance is being reviewed by Warner Bros. Discovery's Board, which will provide updates to shareholders after the review [1] - The Netflix merger agreement remains in effect, and the Board continues to recommend the Netflix transaction to shareholders [1] - Shareholders of WBD are advised not to take any action regarding the amended PSKY tender offer at this time [1] Group 2: Advisory and Legal Counsel - Financial advisors for Warner Bros. Discovery include Allen & Company, J.P. Morgan, and Evercore, while legal counsel is provided by Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP [1] Group 3: Company Overview - Warner Bros. Discovery is a leading global media and entertainment company, creating and distributing a diverse portfolio of branded content across various platforms including television, film, streaming, and gaming [1] - The company operates iconic brands such as HBO Max, CNN, and Discovery Channel, among others [1]

Core Viewpoint - Warner Bros. Discovery, Inc. will report its fourth quarter and full year 2025 results on February 26, 2026, before market opens, followed by a conference call to discuss the results [1] Group 1: Earnings Report Announcement - The earnings report will be available in the "Investor Relations" section of the company's website starting at approximately 7:00 a.m. ET on February 26, 2026 [1] - A conference call will be hosted at 8:00 a.m. ET on the same day to discuss the results [1] - A telephone replay of the call will be available approximately two hours after the completion of the call until March 5, 2026 [1] Group 2: Company Overview - Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes a diverse portfolio of branded content across various platforms including television, film, streaming, and gaming [1] - The company aims to inspire, inform, and entertain audiences worldwide through its iconic brands and products, which include Discovery Channel, HBO Max, CNN, and many others [1]

Core Viewpoint - Warner Bros. Discovery (WBD) has received an unsolicited amended tender offer from Paramount Skydance Corporation to acquire all outstanding shares of WBD common stock, and the WBD Board will review this offer while maintaining its current recommendation regarding the Netflix Merger Agreement [1][2]. Group 1: Tender Offer Details - The amended tender offer from Paramount Skydance is aimed at acquiring all outstanding shares of WBD common stock [1]. - WBD's Board of Directors will review the offer in consultation with independent financial and legal advisors [1]. - WBD stockholders are advised not to take any action regarding the amended tender offer at this time [1]. Group 2: Advisory and Legal Counsel - Financial advisors for WBD include Allen & Company, J.P. Morgan, and Evercore [1]. - Legal counsel for WBD consists of Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP [1]. Group 3: Company Background - Warner Bros. Discovery is a leading global media and entertainment company with a diverse portfolio of brands including HBO Max, CNN, and Discovery Channel [1]. - The company focuses on creating and distributing branded content across various platforms such as television, film, streaming, and gaming [1]. Group 4: Regulatory and Filing Information - WBD has filed a solicitation/recommendation statement with the SEC regarding the tender offer [1]. - Investors are encouraged to read all relevant documents filed with the SEC for important information about the tender offer [1].

Core Viewpoint - The amendment of the acquisition agreement between Netflix and Warner Bros. Discovery (WBD) to an all-cash transaction enhances value certainty for WBD stockholders and expedites the stockholder voting process, reflecting Netflix's financial strength [1][5]. Transaction Structure - The all-cash transaction is valued at $27.75 per WBD share, unchanged from the previous structure, and WBD stockholders will also receive additional value from shares of Discovery Global after its separation from WBD [2][6]. - The transaction will be financed through cash on hand, available credit facilities, and committed financing [2]. Financial Implications - The revised structure enhances execution certainty and aligns with Netflix's disciplined capital allocation framework, supported by strong cash flow generation [3]. - The all-cash transaction provides greater certainty around the value WBD stockholders will receive, eliminating market-based variability [5]. Timeline and Approvals - The revised transaction structure is expected to enable WBD stockholders to vote on the proposed transaction by April 2026, with a preliminary proxy statement filed with the SEC [5][7]. - The closing of the transaction remains subject to the completion of the Discovery Global separation, regulatory approvals, and WBD stockholder approval [7][8]. Strategic Benefits - The merger aims to combine the storytelling strengths of both companies, enhancing audience access to a broader range of entertainment options and significantly expanding U.S. production capacity [4][6]. - The acquisition is expected to drive job creation and long-term industry growth, further fueling Netflix's investment in original programming [4][6].

Core Viewpoint - Paramount Skydance is actively opposing Warner Bros Discovery's (WBD) deal with Netflix, planning to nominate directors to the board and seeking financial disclosures related to the $82.7 billion agreement [1][3]. Group 1: Paramount's Actions - Paramount intends to nominate directors for WBD's board at the upcoming annual meeting to challenge the Netflix deal, which was agreed upon in December [1]. - The company has filed a lawsuit for the disclosure of financial information regarding WBD's global networks operation, which includes CNN and Cartoon Network, to enable shareholders to make informed decisions [3]. - Paramount plans to propose an amendment to WBD's bylaws requiring shareholder approval for the spin-off of the global networks business [5]. Group 2: Financial Aspects - Paramount's takeover bid for WBD is valued at $108.4 billion, supported by a $40 billion personal guarantee from Larry Ellison [2]. - The Netflix deal offers WBD shareholders $23.25 per share in cash, stock, and equity in the global networks spin-off, which Paramount values at zero [5]. - Paramount argues that its cash offer of $30 per share, which includes the purchase of global networks, is a superior deal for WBD shareholders [6]. Group 3: WBD's Position - WBD's board has previously advised shareholders to reject Paramount's $108.4 billion hostile takeover bid, labeling it as "inadequate" [7]. - Accepting Paramount's deal would incur $4.7 billion in costs for WBD, including breakup fees and additional interest on debt [8].

Core Viewpoint - Paramount Skydance is intensifying its efforts to persuade Warner Bros Discovery shareholders that its $108.4 billion bid for HBO and Discovery Channel is superior, especially in light of the market's reaction to Comcast's spin-off [1] Group 1 - Paramount Skydance's bid amounts to $108.4 billion, positioning it as a significant player in the media acquisition landscape [1] - The market's response to Comcast's spin-off is being leveraged by Paramount Skydance to strengthen its argument for the acquisition [1]

Core Viewpoint - Warner Bros Discovery (WBD) has urged shareholders to reject a $108.4 billion hostile takeover bid from Paramount Skydance, labeling it as "inadequate" amid a fierce corporate battle for control of the media conglomerate [1][4]. Group 1: Takeover Bid Details - Paramount Skydance's bid is characterized as the "largest LBO in history," which poses significant risks to WBD shareholders if the offer fails [5]. - The revised offer from Paramount includes a termination fee of $5.8 billion, which matches the breakup fee WBD would incur if it exits its $82.7 billion deal with Netflix [5]. Group 2: Financial Guarantees and Flexibility - Larry Ellison, co-founder of Oracle, has provided a personal guarantee exceeding $40 billion to support Paramount's bid, addressing WBD's concerns regarding financial flexibility [2]. - WBD's board has expressed skepticism about Paramount's ability to complete the offer, citing insufficient value and uncertainty [4]. Group 3: Regulatory Scrutiny - Both the Netflix deal and Paramount's bid for WBD are anticipated to face significant regulatory scrutiny, with concerns raised by lawmakers and industry figures [6]. Group 4: Support for Netflix Deal - Co-CEOs of Netflix, Ted Sarandos and Greg Peters, reaffirmed their support for the merger with WBD, emphasizing it as the superior proposal that would benefit stockholders and the broader entertainment industry [7]. - The merger is expected to combine complementary strengths and enhance storytelling opportunities for audiences [8].