WBD Determines Revised Paramount Skydance Proposal Could Be a Superior Offer
The board of Warner Bros. Discovery has concluded that the revised proposal from Paramount Skydance could reasonably be expected to lead to a 'superior offer' in terms of the merger agreement with Netflix.
Board Review of the Revised Proposal
Warner Bros. Discovery announced on February 24, 2026, that its board of directors, in compliance with its fiduciary duties and after consultation with its independent financial and legal advisors, has determined that the revised proposal from Paramount Skydance Corporation could reasonably be expected to lead to a 'Company Superior Proposal' as defined in the merger agreement between Warner Bros. Discovery and Netflix. The revised proposal includes a purchase price increased to $31.00 per share in cash for Warner Bros. Discovery, plus a daily 'ticking fee' of $0.25 per quarter starting from October 1, 2026, a regulatory termination fee of $7 billion payable by Paramount Skydance in case of non-closure for regulatory reasons, the payment by Paramount Skydance of the $2.8 billion termination fee that Warner Bros. Discovery would owe to Netflix, an obligation for additional equity contributions as needed to support the solvency certificate required by Paramount Skydance's lending banks, and a definition of 'Company Material Adverse Effect' that excludes the performance of the Global Linear Networks division of Warner Bros. Discovery.
Further Engagement with Paramount Skydance
The board has not determined whether the revised proposal from Paramount Skydance is superior to the merger with Netflix. Warner Bros. Discovery will engage further with Paramount Skydance to determine if a proposal that constitutes a 'superior offer' can be achieved. Should the board ultimately determine that such a 'superior offer' has been received, Netflix will have four business days after this determination to negotiate with Warner Bros. Discovery and propose possible revisions to the Netflix transaction. The merger agreement with Netflix remains in effect, and the board continues to recommend the Netflix transaction without withdrawing or modifying its recommendation. No assurance can be given that the board will conclude that the transaction proposed by Paramount Skydance is superior to the merger with Netflix or that a definitive agreement or transaction will result from discussions between Warner Bros. Discovery and Paramount Skydance.
