WBD Board Determines Revised Paramount Proposal is Superior

Warner Bros. Discovery’s board of directors has determined that the revised Paramount proposal constitutes a “company superior proposal” as defined in its merger agreement with Netflix.

WBD has notified Netflix of its determination. Under the terms of the merger agreement, this notice triggers a four business day period during which Netflix has the right to propose revisions to its agreement so that the Paramount proposal would cease to be a “company superior proposal.”

The revised Paramount proposal, which was disclosed to WBD on February 24, includes a purchase price of $31 per share in cash, plus a ticking fee equal to $0.25 per share per quarter beginning after September 30. Also, the proposal states that Paramount would pay a $7 billion regulatory termination fee in the event the transaction does not close due to regulatory matters, and would pay the $2.8 billion termination fee that WBD would be required to pay to Netflix to terminte its existing merger agreement.

The Netflix merger agreement remains in effect, and the WBD board continues to recommend in favor of the Netflix transaction and has not withdrawn or modified its recommendation.