HOLLYWOOD & NEW YORK—As Paramount steps up its efforts to acquire Warner Bros. Discovery, Netflix and WBD have announced that they’ve amended their definitive agreement for Netflix's pending acquisition of Warner Bros. to make it an all-cash transaction.
The revised agreement simplifies the transaction structure, provides "greater certainty of value" for WBD stockholders, and accelerates the path to a WBD stockholder vote, the two companies reported.
In addition WBD filed a preliminary proxy statement about the transaction with the Securities and Exchange Commission and released data on the value of the cable networks that will be spun off into a separate company if the Netflix deal to acquire certain WBD assets, including HBO and WBD’s movies and TV studios, is approved.
The revised agreement comes a week after Paramount Skydance announced that it was launching a proxy fight and was suing WBC in Delaware.
The revised transaction structure is expected to enable WBD stockholders to vote on the proposed transaction by April 2026, rather than late spring or early summer. To support this accelerated timeline, WBD has filed its preliminary proxy statement with the SEC.
"Today's revised merger agreement brings us even closer to combining two of the greatest storytelling companies in the world and with it even more people enjoying the entertainment they love to watch the most," said David Zaslav, president and CEO of Warner Bros. Discovery. "By coming together with Netflix, we will combine the stories Warner Bros. has told that have captured the world's attention for more than a century and ensure audiences continue to enjoy them for generations to come."
"The WBD Board continues to support and unanimously recommend our transaction, and we are confident that it will deliver the best outcome for stockholders, consumers, creators and the broader entertainment community," said Ted Sarandos, co-CEO of Netflix. "Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global. Together, Netflix and Warner Bros. will deliver broader choice and greater value to audiences worldwide, enhancing access to world-class television and film both at home and in theaters. The acquisition will also significantly expand U.S. production capacity and investment in original programming, driving job creation and long-term industry growth."
The all-cash transaction continues to be valued at $27.75 per WBD share, unchanged from the prior transaction structure. WBD stockholders will also receive the additional value of shares of Discovery Global following its separation from WBD. The transaction will be financed through a combination of cash on hand, available credit facilities and committed financing.
"Over the last decade, when much of the entertainment industry has contracted, Netflix has grown and invested tremendously in the business of film and television in the U.S. and abroad. This transaction will further fuel that growth and investment," said Greg Peters, co-CEO of Netflix. "By amending our agreement today, we are underscoring what we have believed all along: not only does our transaction provide superior stockholder value, it is also fundamentally pro-consumer, pro-innovation, pro-creator and pro-growth. Our revised all-cash agreement demonstrates our commitment to the transaction with Warner Bros. and provides WBD stockholders with an accelerated process and the financial certainty of cash consideration, while maintaining our commitment to a healthy balance sheet and our solid investment grade ratings. We will continue to work closely with WBD to successfully complete the transaction as we remain focused on our mission to entertain the world and, together, define the next century of storytelling."
