Business
PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY BOARD'S DETERMINATION OF PARAMOUNT'S PROPOSAL AS SUPERIOR
Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") confirms that it has been notified by Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") that WBD's Board of Directors has determined that Paramount's $31 per share, all-cash proposal to acquire WBD is a "Company Superior Proposal" under the terms of WBD's merger agreement with Netflix, Inc. (NASDAQ: NFLX).
About this update from Paramount Skydance Corporation
[{"type":"text","content":"LOS ANGELES and NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") confirms that it has been notified by Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") that WBD's Board of Directors has determined that Paramount's $31 per share, all-cash proposal to acquire WBD is a "Company Superior Proposal" under the terms of WBD's merger agreement with Netflix, Inc. (NASDAQ: NFLX).","length":476,"tagName":"p"},{"type":"text","content":"David Ellison, Chairman and CEO of Paramount, said: "We are pleased WBD's Board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing."","length":235,"tagName":"p"},{"type":"text","content":"Under the terms of Paramount's proposed merger agreement:","length":61,"tagName":"p"},{"type":"list","items":[{"val":[{"type":"text","content":"Paramount will acquire WBD for $31.00 per WBD share in cash for 100% of the company;","length":84,"tagName":"p"}]},{"val":[{"type":"text","content":"A daily "ticking fee" of $0.25 per quarter will accrue after September 30, 2026, until the consummation of the Paramount transaction;","length":143,"tagName":"p"}]},{"val":[{"type":"text","content":"A regulatory termination fee of $7 billion would be payable in the event the transaction does not close due to regulatory matters;","length":130,"tagName":"p"}]},{"val":[{"type":"text","content":"Paramount will pay the $2.8 billion termination fee which WBD is required to pay to Netflix to terminate its existing Netflix merger agreement;","length":143,"tagName":"p"}]},{"val":[{"type":"text","content":"Paramount will eliminate WBD's potential $1.5 billion financing cost associated with its debt exchange offer;","length":113,"tagName":"p"}]},{"val":[{"type":"text","content":"The "Company Material Adverse Effect" definition excludes the performance of WBD's Global Linear Networks business;","length":129,"tagName":"p"}]},{"val":[{"type":"text","content":"The Ellison Trust is providing a $45.7 billion equity commitment, and Larry Ellison is guaranteeing such commitment, including an obligation to contribute additional equity funding to Paramount to the extent needed to support the solvency certificate required by...