Warner Bros. Discovery Board of Directors Rejects Paramount Bid, Supports Merger with Netflix

JAKARTA - The Warner Bros. Discovery (WBD) Board of Directors unanimously recommended shareholders to reject the tender offer submitted by Paramount Skydance (PSKY).

In its statement, the board of directors assessed that the offer did not provide the best value for the company or shareholders, and contained significant risks and costs.

Thus, the board of directors reiterated its recommendation to support the merger with Netflix and recommended that WBD shareholders reject the PSKY offer.

"We believe that our merger with Netflix represents a superior and more certain value for our shareholders and we look forward to realizing the exciting benefits of our merger," said Samuel A. Di Piazza, Jr., Chairman of the Warner Bros. Discovery Board of Directors in an official statement.

They also highlighted that the deal with Netflix is binding and fully supported by Netflix's financial strength as a public company with a market capitalization of more than 400 billion US dollars.

Under the deal, WBD shareholders will receive a cash consideration of $23.25 per share, plus $4.50 in Netflix shares, as well as potential additional value from the spin-off of Discovery Global.

On the other hand, the Board assessed that the offer made by Paramount was not binding and could be changed or canceled at any time.

In addition to the funding risk, the board of directors said that the acceptance of Paramount's offer could potentially trigger large additional costs, including the obligation to pay the cancellation fee for the merger with Netflix worth 2.8 billion US dollars and other financing costs that could total around 4.3 billion US dollars.

"We look forward to continuing our merger with Netflix and delivering compelling and certain value to shareholders," Samuel concluded.