Warner Bros. Discovery Board Reviews Paramount Skydance Tender Under Netflix Merger Constraints

Board weighs Paramount Skydance tender under existing Netflix pact

Warner Bros. Discovery confirms it is reviewing an amended, unsolicited tender offer from Paramount Skydance seeking to acquire all outstanding WBD common shares and says its board is conducting a careful review with independent financial and legal advisors in line with the company’s existing agreement with Netflix. The company notes the review is proceeding under the constraints of the Netflix Merger Agreement and that the board will complete its evaluation before issuing any change to its current recommendation on that agreement.

WBD says it is not modifying its recommendation with respect to the Netflix Merger Agreement at this time and urges stockholders not to take any action on the amended tender offer while the review is ongoing. The board is working with Allen & Company, J.P. Morgan and Evercore as financial advisors and Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton as legal counsel, and will advise shareholders of any updated recommendation only after completing its analysis and consultations with those advisors.

The company files a solicitation/recommendation statement on Schedule 14D-9 with the U.S. Securities and Exchange Commission in connection with the tender offer by a PSKY subsidiary and reiterates it will adhere to its fiduciary duties while evaluating the proposal. WBD tells investors and security holders to read all relevant SEC filings, which are available free at the SEC’s website, and says it will coordinate any response with independent advisors and legal counsel promptly after the board’s review.

Company background and disclosure access

Warner Bros. Discovery identifies itself as a global media and entertainment company behind brands including Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, Warner Bros. Pictures and Cartoon Network. The firm directs readers to www.wbd.com for additional corporate background.

Availability of materials and next steps

WBD emphasizes that free copies of the solicitation/recommendation statement and other filings will be available without charge from the SEC and, when published, from Warner Bros. Discovery. The company stresses it will provide any updated guidance to shareholders only after completing its review and consulting with its independent advisors.