Business
WARNER BROS. DISCOVERY BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS SHAREHOLDERS REJECT AMENDED PARAMOUNT TENDER OFFER
Offer Remains Inferior to Netflix Merger Agreement Across Numerous Key AreasValue is Insufficient Given Significant Costs, Risks and Uncertainties Heightened
About this update from Netflix, Inc.
[{"type":"text","content":"Offer Remains Inferior to Netflix Merger Agreement Across Numerous Key AreasValue is Insufficient Given Significant Costs, Risks and Uncertainties Heightened Risk of Failure to Close Compared to Netflix CombinationSignificant Potential Consequences for Shareholders if PSKY Offer Fails to CloseNEW YORK, Jan. 7, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. (\"Warner Bros. Discovery\" or \"WBD\") (NASDAQ: WBD) today announced that its Board of Directors (the \"Board\") has unanimously determined that Paramount Skydance's (\"PSKY\") (NASDAQ: PSKY) tender offer, as amended on December 22, 2025, is not in the best interests of WBD and its shareholders and does not meet the criteria of a \"Superior Proposal\" under the terms of WBD's merger agreement with Netflix, Inc. (\"Netflix\") (NASDAQ: NFLX) announced on December 5, 2025.\nThe Board unanimously reiterates its recommendation in support of the Netflix combination and recommends that WBD shareholders reject PSKY's offer.\"The Board unanimously determined that the Paramount's latest offer remains inferior to our merger agreement with Netflix across multiple key areas,\" said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. \"Paramount's offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed. Our binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs Paramount's offer would impose on our shareholders.\"In connection with its determination, today the Board sent a letter to WBD shareholders providing detail on its recommendation.Full text of the letter follows below.Dear Fellow Shareholders,As you know, at the end of last year, your Board of Directors concluded its process to maximize shareholder value by entering into our merger agreement with Netflix. Since then, Paramount Skydance (\"PSKY\"), a bidder in that process, has commenced a hostile tender offer to acquire WBD, which it recently amended on December 22, 2025.As described further below, your Board unanimously determined that the PSKY amended offer remains inadequate, particularly given the insufficient value it would provide, the lack of certainty in PSKY'...