PARAMOUNT PROVIDES UPDATE TO WARNER BROS. DISCOVERY SHAREHOLDERS ON ACTIONS IT IS TAKING TO ADVANCE ITS SUPERIOR $30 PER SHARE ALL-CASH OFFER

Rhea-AI Summary

News Market Reaction

-1.68%

1 alert

-1.68% News Effect

On the day this news was published, WBD declined 1.68%, reflecting a mild negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Paramount offer price: $30 per share Reference WBD price: $12.54 per share Netflix cash component: $23.25 per share +3 more

6 metrics

Paramount offer price $30 per share Fully financed all-cash tender offer for WBD common stock

Reference WBD price $12.54 per share WBD share price when Paramount started process

Netflix cash component $23.25 per share Cash portion of Netflix consideration cited by Paramount

Netflix stock value $4.11 per share Value of Netflix shares in consideration at referenced close

Global Networks equity value $0 per share Paramount analysis of to-be-issued Global Networks equity

Advance notice window 3 weeks Time until WBD’s 2026 annual meeting nomination window opens

Market Reality Check

Price: $28.63 Vol: Volume 36,857,764 vs 20-d...

normal vol

$28.63 Last Close

Volume Volume 36,857,764 vs 20-day average 42,586,115 (about in-line, slightly below). normal

Technical Current price 28.885 trades well above 200-day MA at 15.8, near the 30.00 offer and 52-week high 30.00.

Peers on Argus

WBD is up about 2% while key media peers like LYV (-1.4%), FOXA (-2.99%), and FO...

WBD is up about 2% while key media peers like LYV (-1.4%), FOXA (-2.99%), and FOX (-1.82%) are down, pointing to stock-specific action tied to the competing Paramount vs. Netflix bids.

Historical Context

5 past events · Latest: Jan 08 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 08	Bid reaffirmation	Positive	-0.9%	Paramount reaffirmed fully financed <b>$30</b> all-cash offer and funding details.
Jan 07	Board recommendation	Positive	+0.4%	WBD board urged shareholders to reject Paramount offer and back Netflix merger.
Dec 22	Amended offer receipt	Positive	+1.4%	WBD confirmed receipt of amended unsolicited Paramount tender offer under Netflix pact.
Dec 22	Offer sweetener	Positive	+3.5%	Paramount enhanced <b>$30</b> offer with guarantees, higher reverse fee, and conditions.
Dec 17	Bid commitment	Positive	-2.4%	Paramount reiterated commitment to superior <b>$30</b> per share all-cash proposal.

Pattern Detected

Recent headlines around the Paramount tender offer and the competing Netflix deal often produced mixed reactions, with several clearly positive bid-related updates followed by both gains and pullbacks, suggesting choppy trading around deal news.

Recent Company History

Over the last month, WBD news flow has centered on competing proposals from Paramount Skydance and Netflix. Paramount repeatedly affirmed and amended its $30 per share all-cash offer, adding guarantees and regulatory protections, while WBD’s board has consistently recommended shareholders favor the Netflix transaction. Price reactions to these updates have alternated between positive and negative, indicating investors have not treated bid-related announcements as uniformly bullish. Today’s update continues this contest by outlining Paramount’s governance and legal steps to advance its proposal.

Market Pulse Summary

This announcement outlines Paramount’s next steps to advance its fully financed $30 per share all-ca...

Analysis

This announcement outlines Paramount’s next steps to advance its fully financed $30 per share all-cash offer, including nominating directors, seeking bylaw changes and filing suit in Delaware Chancery Court for additional disclosures. In context, WBD already trades close to both that offer level and its 52-week high of 30.00, and well above the 200-day MA at 15.8. Investors may focus on how governance maneuvers, court outcomes and any board response influence the competitive landscape between the Paramount and Netflix proposals.

Key Terms

tender offer, fiduciary duties, bylaws, spin off, +4 more

8 terms

tender offer financial

"through our tender offer.We are committed to seeing our tender offer through."

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

fiduciary duties regulatory

"directors who, in accordance with their fiduciary duties, will exercise WBD's right"

Fiduciary duties are the legal and ethical responsibilities that company directors, officers, or financial advisors have to put shareholders’ interests ahead of their own, acting with honesty, care, and loyalty. Think of it like a guardian managing someone’s money: choices must prioritize the owner’s benefit, avoid conflicts, and be made with prudent judgment; investors rely on these duties to ensure decisions aren’t self‑serving and to provide grounds for legal action if abused.

bylaws regulatory

"will propose an amendment to WBD's bylaws to require WBD shareholder approval"

Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.

spin off financial

"to-be-issued Global Networks spin off, WBD has not disclosed the mechanism"

A spin-off is when a company separates one part of its operations into a new, independent company and distributes shares of that new business to existing shareholders. Think of it like a parent splitting a large household into two smaller homes so each can manage its own budget and goals. Investors watch spin-offs because they can reveal hidden value, change growth and risk profiles, and create separate investment choices that may trade at different prices than the original company.

14d-9 regulatory

"in each of its 14D-9 filings, WBD has failed to include any disclosure"

Rule 14d-9 is a U.S. securities regulation that requires a company being targeted in a takeover bid to publicly disclose its official position and any statements made to discourage shareholders from selling their shares to the bidder. Think of it as the target’s formal reply to an unsolicited offer, intended to give shareholders a clear, truthful explanation of the company’s view. Investors rely on it to assess risks, motives and competing arguments before deciding whether to sell.

delaware law regulatory

"Delaware law has consistently required that such information be provided"

The body of laws and court decisions that govern companies incorporated in Delaware, often acting as the rulebook and referee for corporate behavior. It matters to investors because many public companies choose Delaware for its predictable rules on governance, mergers, shareholder rights and dispute resolution—similar to picking a venue with a trusted rulebook and experienced referees, which reduces legal uncertainty and can affect company value and takeover outcomes.

chancery court regulatory

"we filed suit this morning in Delaware Chancery Court to ask the court"

A chancery court is a specialized court that handles disputes about fairness and how businesses are run—matters like shareholder fights, mergers, fiduciary duties, and trust disputes—rather than criminal cases or routine contract breaches. Investors should care because its rulings can block or reshape deals, change corporate leadership rules, and affect company value over time; think of it as a referee who enforces fair play in complex corporate contests.

proxy financial

"Paramount will solicit proxies against such approval."

A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.

AI-generated analysis. Not financial advice.

• Intends to nominate directors for election at the WBD 2026 Annual Meeting and solicit against the approval of the Netflix transaction
• Files suit seeking disclosure of basic information to enable WBD shareholders to make informed decision

LOS ANGELES and NEW YORK, Jan. 12, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today sent a letter to shareholders of Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") outlining Paramount's next steps for delivering its superior, fully financed, all-cash offer of $30 per share to WBD shareholders.

The full text of the letter follows:

Dear Warner Bros. Discovery Shareholder,

Over the last few days, following the decision by Warner Bros. Discovery ("WBD") not to engage with Paramount on our $30 per share cash offer to acquire all of WBD, and our reaffirmation of our commitment to delivering our superior offer to WBD shareholders, we keep getting the same question: what happens next?

Paramount started this process about four months ago with a private offer at a significant premium to WBD's $12.54 share price, and our pursuit culminated in the $30 per share all-cash, fully financed proposal we made before WBD entered into the Netflix transaction. When we learned of the terms of that transaction, which are inferior both financially and from the standpoint of timing and certainty of closing, we decided to bring our offer directly to you, through our tender offer.

We are committed to seeing our tender offer through. We understand, however, that unless the WBD board of directors decides to exercise its right to engage with us under the Netflix merger agreement (the "Netflix Agreement"), this will likely come down to your vote at a shareholder meeting. We do not know whether that will be at WBD's upcoming annual meeting or a special meeting. The "advance notice" window for WBD's 2026 annual meeting opens in three weeks, and Paramount will nominate a slate of directors who, in accordance with their fiduciary duties, will exercise WBD's right under the Netflix Agreement to engage on Paramount's offer and enter into a transaction with Paramount. In addition, Paramount will propose an amendment to WBD's bylaws to require WBD shareholder approval for any separation of Global Networks. If WBD calls a special meeting ahead of its annual meeting to vote on the Netflix Agreement, Paramount will solicit proxies against such approval. These actions, coupled with our tender offer, ensure that you get the final decision on which offer is better for you.

WBD has provided increasingly novel reasons for avoiding a transaction with Paramount, but what it has never said, because it cannot, is that the Netflix transaction is financially superior to our actual offer. Our $30 per share in cash is simply more than Netflix's complex multi-variable consideration comprised of (a) $23.25 in cash plus (b) a number of Netflix shares currently worth $4.11 (at Friday's close) plus (c) the to-be-issued Global Networks equity which we have analyzed as having zero equity value¹. In addition to not disclosing the value of the to-be-issued Global Networks spin off, WBD has not disclosed the mechanism by which any debt transferred from Global Networks to the Streaming & Studios segment reduces the cash and stock consideration payable to you.

Along with the WBD shareholders, we have asked for the customary financial disclosure a board is supposed to provide shareholders when making an investment recommendation. But in each of its 14D-9 filings, WBD has failed to include any disclosure about how it valued the Global Networks stub equity, how it valued the overall Netflix transaction, how the purchase price reduction for debt works in the Netflix transaction, or even what the basis is for its "risk adjustment" of our $30 per share all-cash offer. WBD shareholders need this information to make an informed investment decision on our offer – and importantly, Delaware law has consistently required that such information be provided to shareholders. Following the process prescribed under Delaware law, we filed suit this morning in Delaware Chancery Court to ask the court to simply direct WBD to provide this information so that WBD shareholders have what they need to be able to make an informed decision as to whether to tender their shares into our offer.

We do not undertake any of these actions lightly. Make no mistake, our goal remains to have constructive discussions with WBD's Board to reach an agreement that is in the best interests of WBD shareholders.  Our objective from the moment we approached WBD was for a collaborative negotiation and a successful transaction that would be a win for both companies, both shareholder groups and all stakeholders. We remain perplexed that WBD never responded to our December 4^th offer, never attempted to clarify or negotiate any of the terms in that proposal, nor traded markups of contracts with us.  Even as we read WBD's own narrative of its process, we are struck that there were few actual board meetings in the period leading up to the decision to accept an inferior transaction with Netflix. And we are surprised by the lack of transparency on WBD's part regarding basic financial matters. It just doesn't add up – much like the math on how WBD continues to favor taking less than our $30 per share all-cash offer for its shareholders.

The best outcome for you and for us would be if WBD's Board would exercise the right it has under the Netflix Agreement to engage with Paramount. If it does so, we will be open and constructive to secure the best path forward for WBD and each of you. We have demonstrated our willingness to listen carefully to any feedback we receive from WBD's Board and to respond by offering reasonable solutions – and that remains our mindset and approach.

I believe in our vision for how we can bring these great companies together and deliver for consumers, the creative community and of course, for you. Paramount is committed, my family is committed, and hopefully this helps answer the question of what comes next.

Sincerely,

David Ellison
Chairman and Chief Executive Officer
Paramount Skydance Corporation

Further details of Paramount's amended offer can be found here.

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: Filmed Entertainment, 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.

Cautionary Note Regarding Forward-Looking Statements

This communication contains both historical and forward-looking statements, including statements related to Paramount's 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 (the "Tender Offer") to purchase for cash all of the outstanding Series A common stock of 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, 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 hereof, 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 and the Tender Offer that Paramount, through Prince Sub, its wholly owned subsidiary, has made to WBD 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 proposed transaction.

Investors and security holders of WBD are urged to read the tender offer statement(s) (including the offer to purchase, the letter of transmittal and other related offer documents), and any other documents filed with the SEC carefully in their entirety if and when they become available as they will contain important information about the proposed transaction. Any definitive proxy statement(s) (if and when available) will be mailed to stockholders of WBD. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by Paramount through the website maintained by the SEC at http://www.sec.gov.

This communication is neither a solicitation of a proxy nor a substitute for any proxy statement or other filings that may be made with the SEC. Nonetheless, Paramount and its directors and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies against the Proposed Netflix Transaction. You can find information about Paramount's executive officers and directors in Paramount's Current Reports on Form 8-K filed with the SEC on August 7, 2025, and September 16, 2025, and Paramount's Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025. Additional information regarding the interests of such potential participants will be included in one or more proxy statements or other documents filed with the SEC if and when they become available. These documents (if and when available) may be obtained free of charge from the SEC's website at http://www.sec.gov.

PSKY-IR

Media Contacts:
Paramount
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.com

Brunswick Group
ParamountSkydance@brunswickgroup.com

Gagnier Communications
Dan Gagnier
dg@gagnierfc.com

Investor Contacts:
Paramount
Kevin Creighton / Logan Thomas
kevin.creighton@paramount.com / logan.thomas@paramount.com

Okapi Partners
(212) 297-0720
Toll-Free: (844) 343-2621
info@okapipartners.com 

¹ Paramount reaffirms commitment to delivering superior $30 per share all-cash offer to Warner Bros. Discovery shareholders, January 8, 2026 https://ir.paramount.com/news-releases/news-release-details/paramount-reaffirms-commitment-delivering-superior-30-share-all

View original content:https://www.prnewswire.com/news-releases/paramount-provides-update-to-warner-bros-discovery-shareholders-on-actions-it-is-taking-to-advance--its-superior-30-per-share-all-cash-offer-302658553.html

SOURCE Paramount Skydance Corporation