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Warner Bros. Discovery Board of Directors Unanimously Recommends Shareholders Reject Paramount Tender Offer

Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or "WBD") (NASDAQ: WBD) today announced that its Board of Directors (the "Board") has unanimously determined that the tender offer launched by Paramount Skydance ("PSKY") (NASDAQ: PSKY) on December 8, 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 announced on December 5, 2025.

articleWarner Bros. Discovery, Inc. - Series ADecember 17, 202517/company/warner-bros-discovery-inc/news/warner-bros-discovery-board-of-directors-unanimously-recommends-shareholders-reject-paramount-tender-offer
Warner Bros. Discovery Board of Directors Unanimously Recommends Shareholders Reject Paramount Tender Offer

About this update from Warner Bros. Discovery, Inc. - Series A

[{"type":"text","content":"Reiterates Recommendation in Support of Netflix Combination, Which Represents Superior, More Certain Value for Shareholders ","length":123,"tagName":"p","attribs":{}},{"type":"text","content":"Paramount Offer Reflects Inadequate Value and Imposes Numerous, Significant Risks and Costs on WBD ","length":98,"tagName":"p","attribs":{}},{"type":"text","content":"Ellison Family Has Still Not Provided an Equity Backstop, Despite Headline Claims","length":81,"tagName":"p","attribs":{}},{"type":"text","content":"WBD Board's Full, Fair and Transparent Review Established a Level Playing Field in a Competitive Process","length":108,"tagName":"p","attribs":{}},{"type":"text","content":"No Material Difference in Regulatory Risk Between PSKY Offer and Netflix Merger","length":79,"tagName":"p","attribs":{}},{"type":"text","content":"Illusory, Non-Binding Offer Can Be Terminated or Amended by Paramount At Any Time, Creating Untenable Degree of Potential Downside to WBD Shareholders","length":150,"tagName":"p","attribs":{}},{"type":"text","content":"NEW YORK, Dec. 17, 2025 /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 the tender offer launched by Paramount Skydance ("PSKY") (NASDAQ: PSKY) on December 8, 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 announced on December 5, 2025.","length":553,"tagName":"p"},{"type":"text","content":"The Warner Bros. Discovery Board unanimously reiterates its recommendation in support of the Netflix combination and recommends that WBD shareholders reject PSKY's offer.","length":174,"tagName":"p"},{"type":"text","content":""Following a careful evaluation of Paramount's recently launched tender offer, the Board concluded that the offer's value is inadequate, with significant risks and costs imposed on our shareholders," said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. "This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six prev...

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