WBD Board of Directors' Critical Extraction Recommendation to Shareholders

WBD Board of Directors Rejects Paramount Offer

The Warner Bros. Discovery (WBD) Board of Directors has recommended that shareholders reject the acquisition offer from Paramount Skydance (PSKY) presented on December 8, 2025. The Board emphasized that this decision was unanimous and that the offer was not in the best interests of WBD and its shareholders.

Merger Agreement with Netflix Under Consideration

The merger agreement announced on December 5, 2025, with Netflix is being supported by the Board as an option that meets the "Superior Offer" criteria. WBD Board Chairman Samuel A. Di Piazza Jr. stated, "The value of Paramount's offer is inadequate and poses significant risks to our shareholders." He also expressed their belief that merging with Netflix would provide greater value for shareholders.

Evaluation of the Paramount Offer

In a letter sent to shareholders today, the Board highlighted that the terms of the Netflix merger were more advantageous and that the PSKY offer did not provide sufficient value. Following this, it was emphasized that PSKY's proposed $40.65 billion equity commitment would occur without any support from the Ellison family. The letter also criticized the uncertainty and lack of transparency regarding the trust fund provided by PSKY.

WBD's Future Vision

The WBD Board of Directors noted that the agreement with Netflix is supported by a company with an investment-grade balance sheet and a market value exceeding $400 billion. This means less risk and greater potential gains for WBD shareholders. Additionally, it was highlighted that the PSKY offer carries unacceptable risks.

In conclusion, the WBD Board of Directors reiterated their determination to support the merger with Netflix, reaffirming their belief that this merger would offer attractive value to their shareholders.