WBD Board Recommends Shareholders Reject Amended Paramount Offer

Warner Bros. Discovery’s board of directors has sent a letter to shareholders unanimously recommending that they reject Paramount’s latest tender offer, amended on December 22.

The letter says that the amended Paramount offer remains inferior to the agreement with Netflix; that its value is insufficient given significant costs, risks and uncertainties; it has a heightened risk of failure to close; and there are significant potential consequences for shareholders if the Paramount Skydance offer fails to close.

“The board unanimously determined that Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas,” said Samuel A. Di Piazza, Jr., chair of the board of directors. “Paramount’s offer continues to provide insufficient value, including terms such as an extraordinary amount of debt financing that create risks to close and lack of protections for our shareholders if a transaction is not completed. Our binding agreement with Netflix will offer superior value at greater levels of certainty, without the significant risks and costs Paramount’s offer would impose on our shareholders.”