Paramount files proxy materials and extends tender offer

LOS ANGELES and NEW YORK — Paramount Skydance Corporation (NASDAQ: PSKY) today announced it has filed preliminary proxy materials with the U.S. Securities and Exchange Commission to solicit shareholders of Warner Bros. Discovery, Inc. (NASDAQ: WBD) to vote against the amended transaction with Netflix, Inc. (NASDAQ: NFLX) and related proposals at the special meeting of WBD stockholders. Paramount has also extended its $30 per share all-cash tender offer to Feb. 20, reaffirming its commitment to a transaction with WBD at a $108.4 billion enterprise value that is significantly greater and far more certain than the purported $82.7 billion enterprise value of the Netflix transaction.

In the materials filed by WBD in connection with its amended Netflix merger agreement, WBD revealed for the first time some of the critical information that had been withheld from its shareholders, but it still has omitted highly material information its shareholders need about Discovery Global:

The consideration payable to WBD shareholders in the Netflix transaction falls well short of Paramount's $30 per share all-cash offer. 

• In the Netflix transaction, WBD shareholders will receive $27.75 per share in cash, or less if WBD is unsuccessful in putting $17 billion in debt on Discovery Global (assuming the separation occurs as of June 30, 2026). If WBD has to allocate some or all of that debt back to its Streaming and Studios business, that will reduce the per share consideration dollar-for-dollar that WBD shareholders will receive.
• If the declining Discovery Global business is leveraged in line with its closest comparable company, Versant Media, at 1.25x NTM EBITDA, it could only support ~$5.1 billion of net debt as of June 30, 2026. At that debt level, ~$11.9 billion would be transferred to Warner Bros. Studio & Streaming business, reducing the cash per share from Netflix to WBD shareholders to ~$23.20.
• It is worth noting that $17 billion is an even higher level of debt than Paramount assumed for Discovery Global when it released its own analysis of the equity value of between $0.00 and $0.50 per share¹.
• WBD's own financial advisers provided discounted cash flow valuation analyses of the Discovery Global equity value as low as $0.72 per share.  
• Despite the fact that the capital structure of Discovery Global will directly determine the actual amount WBD shareholders receive in the Netflix transaction, and WBD will be required to disclose such information as well as full financial information about Discovery Global at the time of the separation, WBD plans to solicit shareholder approval for the Netflix transaction without this information. This is even more extraordinary given that the WBD Board uses claims about the value of the Discovery Global equity as a basis for asserting the transaction delivers more than Paramount's $30 per share all-cash offer.
• WBD is rushing to solicit shareholder approval for the Netflix transaction even though, in its own words, "WBD stockholders will not know or be able to determine the specific Merger Consideration that will be paid to WBD stockholders upon consummation of the [Netflix] Merger." 

The Netflix transaction faces severe regulatory risk because it would further entrench market concentration, in contrast to a combination with Paramount that enhances competition and strengthens the long-term prospects of the entertainment industry.

• The Netflix transaction would materially entrench Netflix's market dominance, giving it an estimated 43% share of global Subscription Video on Demand subscribers and leading to higher prices for consumers, reduced compensation for content creators and talent, and significant harm to American and international theatrical exhibitors.
• Netflix's regulatory path is particularly challenged in Europe, where Netflix is by far the dominant streaming service and where WBD's HBO Max is its only viable international competitor.
• Netflix has unsuccessfully sought to address these concerns by putting forward a non-credible market definition of the streaming market that includes services like YouTube, TikTok, Instagram and Facebook and that no regulator has ever accepted.
• By contrast, the combination of Paramount and WBD is pro-competitive, with moviegoers, studio workers and creative talent all set to thrive thanks to the combined company's expanded theatrical film production and content.

Our offer remains superior on both value and certainty.

• The WBD Board was publicly defending the prior Netflix transaction even as it was negotiating a new merger agreement, an admission about the inferior aspects of the deal.
• The WBD Board refused to engage with Paramount's representatives even after it decided to reopen negotiations with Netflix on its transaction.
• The WBD Board continues to withhold highly material information about Discovery Global while moving forward to seek shareholder approval that will cut off any ability for WBD shareholders to receive the benefits of Paramount's value-maximizing offer.

Shareholders with questions about how to vote their WBD shares AGAINST the inferior Netflix transaction may contact Paramount's proxy solicitor Okapi Partners at (212) 297-0720, Toll-Free: (844) 343-2621, or by email at info@okapipartners.com.

Paramount has extended the expiration date of its tender offer to Feb. 20.  Equiniti Trust Company, LLC, as the depositary for the tender offer, has advised Prince Sub that, as of 11 p.m., New York City time, on Jan. 21, 168,511,695 shares had been validly tendered and not withdrawn from the tender offer. 

The tender offer statement and related materials have been filed with the SEC. WBD shareholders who need additional copies of the tender offer statement and related materials or who have questions regarding the offer should contact Okapi Partners LLC, the information agent for the tender offer, toll-free at (844) 343-2621.

Further details of Paramount's amended offer can be found here.

Paramount urges WBD shareholders to register their preference for Paramount's superior offer with the WBD Board of Directors by tendering their shares today.

WBD shareholders and other interested parties can find additional information about Paramount's superior offer at www.StrongerHollywood.com.

¹ Paramount reaffirms commitment to delivering superior $30 per share all-cash offer to Warner Bros. Discovery shareholders, Jan. 8, 2026