Business
Warner Bros. Discovery Board of Directors Determines Revised Proposal from Paramount Skydance Constitutes a "Company Superior Proposal"
Warner Bros. Discovery, Inc. ("WBD") (NASDAQ: WBD) today announced that its Board of Directors (the "Board"), following consultation with its independent financial and legal advisors, has determined that the previously disclosed proposal from Paramount Skydance Corporation ("PSKY") (NASDAQ: PSKY) constitutes a "Company Superior Proposal" as defined in WBD's merger agreement with Netflix, Inc. ("Netflix") (NASDAQ: NFLX).
About this update from Warner Bros. Discovery, Inc. - Series A
[{"type":"text","content":"Revised PSKY Proposal Values WBD at Per Share Price of $31.00; Netflix Now Has a Four Business Day Match Period ","length":111,"tagName":"p","attribs":{}},{"type":"text","content":"NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. ("WBD") (NASDAQ: WBD) today announced that its Board of Directors (the "Board"), following consultation with its independent financial and legal advisors, has determined that the previously disclosed proposal from Paramount Skydance Corporation ("PSKY") (NASDAQ: PSKY) constitutes a "Company Superior Proposal" as defined in WBD's merger agreement with Netflix, Inc. ("Netflix") (NASDAQ: NFLX).","length":517,"tagName":"p"},{"type":"text","content":"As disclosed by WBD on February 24, 2026, PSKY's proposal includes a purchase price of $31.00 per WBD share in cash, plus a daily ticking fee equal to $0.25 per share per quarter beginning after September 30, 2026, as well as a $7 billion regulatory termination fee payable by PSKY in the event the transaction does not close due to regulatory matters, payment by PSKY of the $2.8 billion termination fee that WBD would be required to pay to Netflix to terminate the existing Netflix merger agreement, an obligation of Larry J. Ellison and an associated trust to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY's lending banks, and a "Company Material Adverse Effect" definition that excludes the performance of WBD's Global Linear Networks segment.","length":834,"tagName":"p"},{"type":"text","content":"WBD has notified Netflix of its determination that the PSKY proposal constitutes a "Company Superior Proposal." Under the terms of the Netflix merger agreement, this notice triggers a four business day period during which Netflix has the right to propose revisions to the Netflix merger agreement so that the PSKY proposal would cease to constitute a "Company Superior Proposal." Following the conclusion of this period, if the Board determines in good faith, after consultation with its independent financial and legal advisors, that, after considering any revisions to the terms of the Netflix merger agreement proposed by Netflix, the PSKY proposal continues to constitute a "Company Superior Propo...