Warner Bros. Discovery (WBD) urges holders not to tender to PSKY
Rhea-AI Filing Summary
Warner Bros. Discovery explains that its Board of Directors has filed a formal response to Paramount Skydance’s unsolicited tender offer and has recommended that shareholders not tender their shares. The company says this reflects the Board’s fiduciary review of the latest offer and earlier proposals through a consistent, disciplined process focused on shareholder interests.
The message reiterates that Warner Bros. Discovery has a signed transaction agreement with Netflix and is working with Netflix to close the deal, subject to regulatory approvals and other closing conditions, and that regulatory review has already begun. It notes that until any transaction closes, Warner Bros. Discovery and Netflix remain separate companies and operating plans remain unchanged. The communication also highlights that WBD plans a registration statement for a new subsidiary, Discovery Global, to hold assets and businesses not being acquired by Netflix, and outlines extensive forward-looking risks, including potential failure to close, regulatory and stockholder approvals, financing, integration challenges, market reactions, and the separate Paramount Skydance tender offer conditions.
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Insights
WBD’s board reaffirms the signed Netflix deal and advises against tendering into Paramount Skydance’s unsolicited offer.
The communication makes clear that Warner Bros. Discovery’s board has formally responded to the Paramount Skydance tender offer and is recommending that shareholders not tender their shares. It emphasizes that the board evaluated this latest unsolicited offer, and multiple prior proposals, through a thorough and consistent process grounded in its fiduciary duties to shareholders.
At the same time, the company underscores that it has a signed transaction agreement with Netflix and is working toward closing, subject to regulatory approvals and other closing conditions, with regulatory review already underway. Until any deal closes, WBD and Netflix remain separate companies and WBD’s operating plans are unchanged, which limits near-term disruption to day-to-day operations.
The disclosure also previews the intended structure around Discovery Global, a new subsidiary expected to hold assets and businesses not acquired by Netflix, and notes plans to register its securities. The extensive forward-looking risk list highlights uncertainties around closing the Netflix transaction, the allocation of indebtedness between WBD and Discovery Global, regulatory and stockholder approvals, litigation, integration complexity, market perceptions, financing, and the outcome of the Paramount Skydance tender offer.
Filed by Warner Bros. Discovery, Inc.
pursuant to Rule 425 under the Securities Act of 1933
and deemed filed under Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Warner Bros. Discovery, Inc.
Commission File No.: 001-34177
Date: December 17, 2025
This communication was sent to everyone at WBD.
Team,
I want to share a brief update following developments today.
You will have seen that the Warner Bros. Discovery Board of Directors has filed a formal response to Paramount Skydance’s unsolicited tender offer. In that filing, the Board has recommended that shareholders not tender their shares.
This action reflects the Board’s ongoing oversight and its responsibility to act in the best interests of shareholders. As part of its work, the Board reviewed Paramount Skydance’s most recent unsolicited tender offer with the same care and discipline it has applied throughout this process, including its review of multiple prior proposals. The Board’s evaluation followed a thorough and consistent process and is grounded in its fiduciary duties.
You may be asking: where does that leave us?
We continue to have a signed transaction agreement with Netflix and we are working together to close the transaction, subject to regulatory approvals and other closing conditions.
That regulatory review process has already begun.
When there is additional information we can provide, we will communicate it clearly and promptly.
For those who would like to read more:
| • | You can view the Board’s filing here: [Link to Schedule 14D-9] |
| • | You can read today’s press release here: [Link to release] |
Until any transaction closes, Warner Bros. Discovery and Netflix remain separate companies and our operating plans remain unchanged. WBD remains focused on the work ahead, serving audiences, partners, and one another—and finishing the year strong.
Thank you, as always, for your professionalism and focus during a period that naturally draws attention. We will continue to keep you informed as this process moves forward.
David
**********
Important Information about the Tender Offer and Where to Find It
Warner Bros. Discovery, Inc. (“WBD”) has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer (the “tender offer”) by a subsidiary of Paramount Skydance Corporation (“PSKY”) with the Securities and Exchange Commission (the “SEC”). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE SOLICITATION /RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Investors and security holders may obtain free copies of the solicitation/recommendation statement as well as other filings by WBD, without charge, at the SEC’s website, https://www.sec.gov. In addition, free copies of documents filed with the SEC by WBD will be made available free of charge on WBD’s investor relations website at https://www.ir.wbd.com.
Important Information about the Transaction and Where to Find It
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between WBD and Netflix Inc. (“Netflix”) (the “proposed transaction”). In connection with the proposed transaction, Netflix intends to file a registration statement on Form S-4, containing a proxy statement/prospectus, with the SEC and WBD intends to file a proxy statement with the SEC. WBD also intends to file a registration statement for a newly formed subsidiary (“Discovery Global”), which is contemplated to own certain assets and businesses of WBD
not being acquired by Netflix in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION STATEMENTS, PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the registration statements and proxy statement/prospectus (when available) as well as other filings containing information about WBD and Netflix, without charge, at the SEC’s website, https://www.sec.gov. Free copies of the registration statements and proxy statement/prospectus, once available, and each company’s other filings with the SEC may also be obtained from the respective companies. Free copies of documents filed with the SEC by WBD will be made available on WBD’s investor relations website at https://ir.wbd.com. Free copies of documents filed with the SEC by Netflix will be made available on Netflix’s investor relations website at https://ir.netflix.net.
Participants in the Solicitation
WBD and Netflix and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of WBD is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, under the heading “Executive Officers of Warner Bros. Discovery, Inc.,” and its definitive proxy statement filed with the SEC on April 23, 2025, under the heading “Proposal 1: Election of Directors.” Information about the directors and executive officers of Netflix is set forth in its definitive proxy statement filed with the SEC on April 17, 2025, under the headings “Our Board of Directors” and “Our Company Executive Officers.” Investors may obtain additional information regarding the interests of such participants by reading the registration statements, proxy statement/prospectus and other relevant materials regarding the proposed transaction when they become available.
Forward-Looking Statements
Information set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction between WBD and Netflix, constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These estimates and statements are subject to risks and uncertainties, and actual results might differ materially. Such estimates and statements include, but are not limited to, statements about the benefits of the proposed transaction, including future financial and operating results, the combined company’s plans, objectives, expectations and intentions,
statements about the tender offer and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of WBD and Netflix and are subject to significant risks and uncertainties outside of our control.
Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (3) the risk that WBD stockholders may not approve the proposed transaction; (4) the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; (5) risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; (6) the final allocation of indebtedness between WBD and Discovery Global in connection with the separation could cause a reduction to the consideration for the proposed transaction; (7) risks related to potential litigation brought in connection with the proposed transaction; (8) the risk that the integration of the businesses will be more difficult, time consuming or costly than expected; (9) risks related to financial community and rating agency perceptions of each of WBD and Netflix and their businesses, operations, financial conditions and the industries in which they operate; (10) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (11) failure to realize the benefits expected from the proposed transaction; (12) effects of the announcement, pendency or completion of the proposed transaction on the ability of WBD and Netflix to retain customers and retain and hire key personnel and maintain relationships with their suppliers, and on their operating results and businesses generally; (13) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (14) negative effects of the announcement or the consummation of the proposed transaction on the market price of WBD and/or Netflix common stock; (15) risks relating to the value of the shares of Netflix common stock to be issued in the proposed transaction and uncertainty as to the long-term value of Netflix common stock; (16) the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of Netflix’s operations after the consummation of the proposed transaction, and on the other conditions to the completion of the proposed transaction; (17) risks related to the potential impact of general economic, political and market factors on the companies or the proposed
transaction; (18) the risk that Discovery Global, as a new company that currently has no credit rating, will not have access to the capital markets on acceptable terms; (19) the risk that Discovery Global may be unable to achieve some or all of the benefits that WBD expects Discovery Global to achieve as an independent, publicly-traded company; (20) the risk that Discovery Global may be more susceptible to market fluctuations and other adverse events than it would have otherwise been while still a part of WBD; (21) the risk that Discovery Global will incur significant indebtedness in connection with the separation, and the degree to which it will be leveraged following completion of the separation may materially and adversely affect its business, financial condition and results of operations; (22) the ability to obtain or consummate financing or refinancing related to the proposed transaction or the separation upon acceptable terms or at all; (23) uncertainties as to how many WBD stockholders will tender their shares in the tender offer; (24) the conditions to the completion of the tender offer, including the receipt of any required stockholder and regulatory approvals; (25) PSKY’s ability to finance the tender offer and the indebtedness PSKY expects to incur in connection with the tender offer; (26) the possibility that PSKY may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate PSKY’s operations with those of PSKY, 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 tender offer; and (27) the response of WBD, Netflix or PSKY management to any of the aforementioned factors. Discussions of additional risks and uncertainties are contained in WBD’s and Netflix’s filings with the SEC, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and will be contained in the Form S-4, containing a proxy statement/prospectus, to be filed by Netflix in connection with the proposed transaction and the registration statement to be filed by Discovery Global in connection with the separation. Neither WBD nor Netflix is under any obligation, and each expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
FAQ
What did Warner Bros. Discovery (WBD) say about the Paramount Skydance tender offer?
Warner Bros. Discovery’s board has filed a formal response to the unsolicited tender offer made by a subsidiary of Paramount Skydance Corporation (PSKY). In that filing, the board recommended that shareholders not tender their shares into the offer, stating that it reached this view after a careful, disciplined review of the latest offer and multiple prior proposals.
What is the status of Warner Bros. Discovery’s proposed transaction with Netflix?
Warner Bros. Discovery explains that it has a signed transaction agreement with Netflix and that both companies are working together to close the transaction. The deal remains subject to regulatory approvals and other closing conditions, and the communication notes that the regulatory review process has already begun. Until the transaction closes, WBD and Netflix remain separate companies and WBD’s operating plans remain unchanged.
What is Discovery Global and how does it relate to the WBD–Netflix deal?
The communication notes that WBD intends to file a registration statement for a newly formed subsidiary called Discovery Global. Discovery Global is contemplated to own certain assets and businesses of WBD not being acquired by Netflix in the proposed transaction. This structure would be implemented in connection with a separation related to the Netflix deal.
Which SEC documents should WBD investors review regarding the tender offer and Netflix transaction?
For the Paramount Skydance tender offer, WBD has filed a solicitation/recommendation statement on Schedule 14D-9, which investors can access for detailed information. For the Netflix transaction, Netflix intends to file a Form S-4 registration statement containing a proxy statement/prospectus, and WBD intends to file a proxy statement and a separate registration statement for Discovery Global. Free copies of these filings will be available on the SEC’s website and on the investor relations sites of WBD and Netflix.
Who may be considered participants in the proxy solicitation for the WBD–Netflix transaction?
The communication states that WBD and Netflix, along with certain of their respective directors and executive officers, may be deemed participants in the solicitation of proxies related to the proposed transaction. Background information on WBD’s directors and executive officers is available in its Form 10-K and definitive proxy statement, and similar information for Netflix’s leadership is available in its definitive proxy statement.
What key risks and uncertainties does Warner Bros. Discovery highlight about the Netflix transaction and tender offer?
The forward-looking statements section lists numerous risks, including that the proposed transaction with Netflix may not be completed, that stockholder or regulatory approvals may not be obtained or may carry unexpected conditions, and that closing conditions might not be satisfied. It also notes risks tied to the allocation of indebtedness between WBD and Discovery Global, potential litigation, integration challenges, market and rating agency perceptions, the ability to retain customers and key personnel, and the need to obtain financing or refinancing. Additional risks relate to the Paramount Skydance tender offer, such as how many WBD stockholders tender, required approvals, PSKY’s financing, and the market reaction to any transaction.
