WBD Sets Shareholder Meeting Date to Approve Paramount Transaction

Warner Bros. Discovery will hold a special meeting of shareholders to vote on the merger with Paramount Skydance Corporation on April 23.

Under the terms of the merger agreement with Paramount, WBD shareholders will receive $31 per share in cash for each share of WBD common stock they own, which represents a 147 percent premium to WBD’s unaffected stock price of $12.54 per share. The transaction has been unanimously approved by the boards of directors of both companies and is expected to close in Q3, subject to customary closing conditions. In the event the transaction is not closed by September 30, WBD shareholders will receive a $0.25 per share ticking fee for each quarter (measured daily) until closing.

“The WBD board has been guided by the singular principle of securing a transaction that maximizes the value of our iconic assets and delivers as much certainty as possible to our shareholders,” said Samuel A. Di Piazza, Jr., chair of the Warner Bros. Discovery board of directors. “This historic transaction with Paramount not only does that, but it will also expand consumer choice and develop new opportunities for creative talent.”

David Zaslav, president and CEO of WBD, added, “We look forward to the upcoming special meeting. This transaction is the culmination of the board’s robust process to unlock the full value of our world-class portfolio. I want to thank our talented team for transforming the business over the last several years. We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.”