PARAMOUNT ENHANCES ITS SUPERIOR $30 PER SHARE ALL-CASH OFFER FOR WARNER BROS. DISCOVERY AND PROVIDES UPDATE ON REGULATORY PROGRESS
LOS ANGELES and NEW YORK, Feb. 10, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today announced it has amended its $30 per share, all-cash tender offer to acquire Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") with enhancements that surpass the standard needed for the WBD Board to engage on Paramount's superior proposal.
Paramount's enhanced offer provides definitively superior value and certainty, as reflected in the following added provisions and distinguishing elements:
David Ellison, Chairman and CEO of Paramount, said: "The additional benefits of our superior $30 per share, all-cash offer clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment. We are making meaningful enhancements – backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility."
Paramount continues to make progress in its regulatory clearance process. On February 9, 2026, Paramount Skydance Corporation certified that is has complied with the Department of Justice's December 23, 2025, Second Request for Information related to its all-cash tender offer to purchase shares of Warner Bros. Discovery. Paramount's certification of compliance commences a 10-day waiting period pursuant to 16 CFR 803.10(b)(2)(i) and 16 CFR 803.20(c). Paramount continues to engage constructively with antitrust enforcers and other regulators around the world to secure regulatory clearances and approvals for its tender offer.
Separately, Paramount had also secured clearance for its tender offer from the foreign investment authorities in Germany on January 27, 2026.
Paramount's acquisition of WBD is pro-consumer, pro-creative talent and therefore pro-competitive – and importantly addresses the concerns raised by content creators, the talent community and theatrical movie exhibitors. It will strengthen Hollywood's iconic role in global media which has been under continuous pressure from tech and streaming giants over the last two decades.
WBD is racing against the clock to force its shareholders to vote without full financial disclosure regarding the financial condition of Discovery Global, even though that will determine the amount of cash merger consideration they will receive from Netflix and would provide greater certainty on how to value the stub equity.
WBD accelerated its timetable after Paramount stated that it would run a director slate at WBD's upcoming 2026 annual meeting.
WBD shareholders deserve a real choice and the truth about how the two transactions compare. Paramount's offer is transparent and certain — a fixed value of $30 per share in cash. The Netflix transaction is complex and uncertain – a range with a low of $21.23 to a high of $27.75 per share in cash, plus equity in Discovery Global whose business is in decline and would need to support an unrealistic debt load of $17 billion (at June 30, 2026) to achieve the high end of the Netflix consideration range.
Paramount will solicit proxies against approval of the Netflix transaction at WBD's upcoming special meeting.
Paramount today sent the following letter to the WBD Board outlining its amended offer:
Dear Directors:
Paramount Skydance Corporation ("Paramount", "we", "our" or "us") is pleased to revise the terms of our pending offer (the "Revised Offer") to acquire all outstanding shares of Series A common stock of Warner Bros. Discovery, Inc. ("WBD" or "you") for $30.00 per share in cash as follows:
While we have tried to be as constructive as possible in formulating these solutions, several of these items would benefit from collaborative discussion to finalize. If granted a short window of engagement, we will work with you to refine these solutions to ensure they address any and all of your concerns.
Our goal is to offer superior value and certainty to WBD shareholders -- our Revised Offer accomplishes both of these objectives.
Terms of Revised Proposal
Sources of Capital
$bn
Cash Funding from the Ellison Family and RedBird Capital Partners
$43.6
New Transaction Debt
38.6
WBD Bridge Loan Refinancing
15.4
Cash from Combined Balance Sheet
3.5
Total
$101.0
Uses of Capital
$bn
WBD Equity Purchase Price
$77.8
WBD Bridge Loan Refinancing
15.4
Funding of WBD Break Fee to Netflix
2.8
Minimum Balance Sheet Cash at Close
5.0
Total
$101.0
Our Superior Proposal
We have always believed our previous offer was superior to the Netflix transaction. With these above described enhancements to value and certainty, our Revised Offer is undoubtedly superior to the Netflix transaction:
We note that, to engage with Paramount under the terms of the Netflix agreement, you must simply conclude that this Revised Proposal could reasonably lead to a superior outcome for your shareholders. We are highly confident our Revised Proposal surpasses this standard as a superior package to the Netflix agreement.
We appreciate this has been a long and involved process for all parties. We believe we have a path to bring this to a rapid conclusion that would be in the best interests of WBD and its shareholders. We hope you will decide to engage with us to enable that value-maximizing outcome.
Sincerely,
David Ellison
Chairman and Chief Executive Officer
Paramount Skydance Corporation
Shareholders with questions about how to vote their WBD shares AGAINST the inferior Netflix transaction may contact Paramount's proxy solicitor Okapi Partners at (212) 297-0720, Toll-Free: (844) 343-2621, or by email at [email protected].
Paramount has amended its tender offer in accordance with the terms of its enhanced superior proposal for WBD and extended the expiration date of its tender offer to March 2, 2026. Equiniti Trust Company, LLC, as the depositary for the tender offer, has advised Prince Sub that, as of 5:00 p.m., New York City time, on February 9, 2026, 42,345,815 shares had been validly tendered and not withdrawn from the tender offer.
The tender offer statement and related materials have been filed with the SEC. WBD shareholders who need additional copies of the tender offer statement and related materials or who have questions regarding the offer should contact Okapi Partners LLC, the information agent for the tender offer, toll-free at (844) 343-2621.
PARAMOUNT URGES WBD SHAREHOLDERS TO REGISTER THEIR PREFERENCE FOR PARAMOUNT'S SUPERIOR OFFER WITH THE WBD BOARD OF DIRECTORS BY TENDERING THEIR SHARES TODAY.
WBD shareholders and other interested parties can find additional information about Paramount's superior offer at www.StrongerHollywood.com.
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a leading, next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. Paramount's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America's most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Paramount TV, and Skydance's Animation, Film, Television, Interactive/Games, and Sports divisions. For more information, visit paramount.com.
PSKY-IR
Cautionary Note Regarding Forward-Looking Statements
This communication contains both historical and forward-looking statements, including statements related to Paramount Skydance Corporation's ("Paramount") future financial results and performance, potential achievements, anticipated reporting segments and industry changes and developments. All statements that are not statements of historical fact are, or may be deemed to be, "forward-looking statements". Similarly, statements that describe Paramount's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect Paramount's current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: the outcome of the tender offer by Paramount and Prince Sub Inc. (the "Tender Offer") to purchase for cash all of the outstanding Series A common stock of Warner Bros. Discovery, Inc. ("WBD") or any discussions between Paramount and WBD with respect to a possible transaction (including, without limitation, by means of the Tender Offer, the "Potential Transaction"), including the possibility that the Tender Offer will not be successful, that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; the conditions to the completion of the Potential Transaction or the previously announced transaction between WBD and Netflix, Inc. ("Netflix") pursuant to the Agreement and Plan of Merger, dated December 4, 2025 (as it may be amended or supplemented), among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the "Proposed Netflix Transaction"), including the receipt of any required stockholder and regulatory approvals for either transaction, the proposed financing for the Potential Transaction, the indebtedness Paramount expects to incur in connection with the Potential Transaction and the total indebtedness of the combined company; the possibility that Paramount may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate the operations of WBD with those of Paramount, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Potential Transaction; risks related to Paramount's streaming business; the adverse impact on Paramount's advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries, including cost increases; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount's decisions to make investments in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of Paramount's content; damage to Paramount's reputation or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; content infringement; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally, including tariffs and other changes in trade policies; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor disputes; the risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; volatility in the prices of Paramount's Class B Common Stock; potential conflicts of interest arising from Paramount's ownership structure with a controlling stockholder; and other factors described in Paramount's news releases and filings with the Securities and Exchange Commission (the "SEC"), including but not limited to Paramount's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that Paramount does not currently view as material or that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this report, and Paramount does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.
Additional Information
This communication does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD, the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, and Paramount's intention to solicit proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting of WBD stockholders to be held to approve the Proposed Netflix Transaction (the "Netflix Merger Solicitation") and/or for use at the WBD annual meeting of stockholders. The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, the letter of transmittal and other related offer documents), filed with the SEC on December 8, 2025. These materials, as may be amended from time to time, contain important information, including the terms and conditions of the offer. Subject to future developments, Paramount (and, if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication is not a substitute for any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection with the Potential Transaction.
Paramount, Prince Sub Inc. and the other participants in the Netflix Merger Solicitation have filed a preliminary proxy statement and the accompanying BLUE proxy card with the SEC on January 22, 2026 in connection with the Netflix Merger Solicitation (the "Special Meeting Preliminary Proxy Statement"). Paramount expects to file a definitive proxy statement and the accompanying proxy card with the SEC in connection with the Netflix Merger Solicitation and may file other proxy solicitation materials in connection therewith or the annual meeting of WBD stockholders, or other documents with the SEC.
PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL MEETING PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATED TO THE PARTICIPANTS. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR.
Participants in the Solicitation
The participants in the Netflix Merger Solicitation are expected to be Paramount, Prince Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird Capital Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the participants in the Netflix Merger Solicitation is available in the Special Meeting Preliminary Proxy Statement.
Media Contacts:
Paramount
Melissa Zukerman / Laura Watson
[email protected] / [email protected]
Brunswick Group
[email protected]
Gagnier Communications
Dan Gagnier
[email protected]
Investor Contacts:
Paramount
Kevin Creighton / Logan Thomas
[email protected] / [email protected]
Okapi Partners
(212) 297-0720
Toll-Free: (844) 343-2621
[email protected]
1 Committed equity funding includes (i) $40.8 billion to fund $30.00 per share equity purchase price, (ii) $2.8 billion to fund break fee to Netflix and (iii) additional cash reserves.
2 Based on $17.0 billion of net debt and $4.1 billion of NTM EBITDA as of June 30, 2026, per WBD's disclosed financial projections for Discovery Global (Adjusted EBITDA Post-SBC of $4.6 billion for 2026 and $3.6 billion for 2027).
3 Calculated using a total of 2,612,605,808 shares of WBD Common Stock, per WBD disclosure.
4 Reflects an illustrative 10% discount rate applied to $27.75 in consideration over a 6-month period.
SOURCE Paramount Skydance Corporation