Business
Warner Bros. Discovery Sets Special Meeting Date of March 20, 2026, and Unanimously Recommends Shareholders Vote FOR Netflix Merger; Warner Bros. Discovery to Initiate Discussions with Paramount Skydance for Their Best and Final Offer
Netflix Grants Seven-Day Waiver Permitting WBD to Engage with PSKY Regarding Deficiencies and Open Items in Amended Offer PSKY Representative Separately
About this update from Netflix, Inc.
[{"type":"text","content":"Netflix Grants Seven-Day Waiver Permitting WBD to Engage with PSKY Regarding Deficiencies and Open Items in Amended Offer PSKY Representative Separately Informed WBD it Would Agree to Pay $31 Per Share Pending Engagement and That the Offer Was Not PSKY's \"Best and Final\" ProposalNEW YORK, Feb. 17, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. (\"WBD\") (NASDAQ: WBD) today announced that it will hold the Special Meeting of Shareholders (the \"Special Meeting\") to vote on the merger with Netflix, Inc. (\"Netflix\") (NASDAQ: NFLX) on March 20, 2026 at 8:00 a.m. Eastern Time and the commencement of mailing of the definitive proxy statement to shareholders in connection with the Special Meeting. WBD also announced today that Netflix has provided WBD a limited waiver under the terms of WBD's merger agreement with Netflix, permitting WBD to engage in discussions with Paramount Skydance (\"PSKY\") (NASDAQ: PSKY) for a seven-day period ending on February 23, 2026 to seek clarity for WBD stockholders and provide PSKY the ability to make its best and final offer. During this period, WBD will engage with PSKY to discuss the deficiencies that remain unresolved and clarify certain terms of PSKY's proposed merger agreement. Netflix retains its matching rights as defined by the merger agreement.\nThe WBD Board of Directors (the \"WBD Board\") continues to unanimously recommend in favor of the Netflix merger. The WBD Board also unanimously recommends that shareholders reject the PSKY offer, for the reasons set forth in the amendment to our Schedule 14D-9 filed today with the SEC. Following receipt of PSKY's latest amended offer, a senior representative for PSKY informed a WBD Board member that, if the WBD Board authorized discussions, PSKY would agree to pay $31 per share and that the offer was not PSKY's \"best and final\" proposal. This price, along with several other matters that PSKY stated it would address in its February 10 letter, are not reflected in the latest merger agreement that PSKY proposed. To provide specific clarity in this regard, WBD has today sent PSKY a letter, included below, setting out the key issues yet to be addressed by PSKY, along with drafts of full transaction agreements for PSKY to confirm the terms of its offer.\"Throughout the entire process, our sole focus has been on maximizing value and certainty for WB...