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Warner Bros. Discovery Confirms Receipt of Revised Acquisition Proposal From Paramount Skydance

Warner Bros. Discovery Confirms Receipt of Revised Acquisition Proposal From Paramount Skydance

Warner Bros. Discovery Feb. 24 confirmed that it received a revised proposal from Paramount Skydance to acquire all of the outstanding shares of WBD common stock.

Financial details of the new offer, which was due Feb. 23 as part of a mandated “best and final” offer from Paramount under a seven-day grace period Netflix agreed to give WBD, have not been disclosed.

Netflix would have four days to offer a counter proposal. Co-CEO Ted Sarandos, speaking to the British media on Feb. 23, declined to say what a Netflix counter offer might look like.

Sarandos did say that the streamer has a “rich history” of being “willing to walk away [from M&A deals] and let someone else overpay for things.”

Netflix currently has an accepted $82.7 billion offer for WBD’s studio and streaming assets. Paramount’s initial hostile bid for the entire company was $108.4 billion.

WBD’s board has heretofore rejected Paramount’s previous 10 bids, while telling shareholders to approve Netflix’s offer at next month’s special shareholder meeting on March 20.

Should WBD agree to Paramount’s bid, it would have to pay Netflix a $2.8 billion termination fee, which Paramount has said it would pay.

“Following engagement with Paramount during the seven-day limited waiver period, we received a revised proposal to acquire WBD, which we are reviewing in consultation with our financial and legal advisors,” WBD’s board said in a statement. “We will update our shareholders following the board’s review. The Netflix merger agreement remains in effect, and the board continues to recommend in favor of the Netflix transaction.”

WBD advised shareholders not to take any action at this time with respect to the amended tender offer.

Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to WBD, and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel.

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