Warner Bros. Discovery announced that it will hold a meeting on March 20 special shareholders for vote on merger with Netflix and reiterated its unanimous recommendation for approval of the deal. At the same time, the company informed that it will reopen, for seven days, conversations with Paramount Skydance to evaluate a possible competing proposal.
The reopening of the dialogue was possible after Netflix granted temporary authorization, valid until February 23, allowing Warner to seek clarification and request a “final and definitive” offer from Paramount.
Netflix, however, maintains the contractual right to cover any alternative proposal.
Despite this new round of contacts, the council of Warner said he continues to recommend that shareholders reject Paramount’s current offer and vote in favor of the merger with Netflix
According to the company, the already agreed transaction offers greater regulatory predictability, lower financial risk and practically no financing risk.
According to the statement, a senior Paramount representative informally indicated it could pay $31 per share and signaled that this would not be the final value.
Warner highlighted, however, that this price and other commitments mentioned in a letter sent on February 10 are not formally included in the draft agreement presented by its rival.
In a letter sent to Paramount, the company requested a binding proposal, with clear terms on financing the operation, guarantees of equity capital in case borrowing resources are not available and greater security regarding the conditions for concluding the deal. The company also requested adjustments to clauses that could limit its management in the period between signing and closing the transaction.
CEO David Zaslav said the focus remains on “maximizing value and certainty” for shareholders. The Chairman of the Board, Samuel Di Piazza Jr., reiterated that the merger with Netflix creates a clearer path to separate streaming operations and studios from the global linear channel business, a strategy already announced by the company.
Warner Bros. highlighted that there is no guarantee that conversations with Paramount will result in a proposal superior to the merger with Netflix.
*Estadão Content
