Paramount Skydance Submits Amended Hostile Tender Offer, WBD Board Sticks with Netflix Deal
Warner Bros. Discovery confirmed receipt on February 10 of an amended, unsolicited tender offer from Paramount Skydance to acquire all outstanding shares of WBD common stock. The WBD Board will evaluate the proposal under the terms of its Netflix Merger Agreement but is not altering its recommendation of the Netflix transaction at this time.
1. Receipt of Amended Tender Offer
On February 10, Warner Bros. Discovery confirmed it received a further amended, unsolicited tender offer from Paramount Skydance to purchase all outstanding shares of WBD common stock. This marks the latest escalation in Paramount Skydance’s bid to derail the planned Netflix acquisition of Warner Bros. Discovery assets.
2. Board Review Under Netflix Agreement
The WBD Board of Directors has stated it will carefully review Paramount Skydance’s February 10 amended tender offer in consultation with independent financial and legal advisors. Evaluation will be conducted in accordance with the terms and fiduciary obligations of WBD’s existing agreement with Netflix.
3. Advisory Teams Engaged
Warner Bros. Discovery is advised by Allen & Company, J.P. Morgan and Evercore on financial matters, with legal counsel provided by Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton. These firms will support the Board’s assessment of strategic and legal considerations.
4. Shareholder Guidance and Next Steps
WBD has advised its shareholders not to take any action regarding the Paramount Skydance tender offer until the Board completes its review. A formal recommendation on the amended proposal is expected following analysis of both the PSKY offer and the Netflix Merger Agreement.