WBD Files Definitive Proxy for $31.00/Share Cash Acquisition by Paramount Skydance; Confirms Netflix Deal Termination
Summary
Warner Bros. Discovery filed its definitive proxy statement for the special shareholder meeting on April 23, 2026, to approve its acquisition by Paramount Skydance for $31.00 per share in cash, confirming the termination of the Netflix merger agreement.
Key Events
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Definitive Merger Proxy Filed
Warner Bros. Discovery filed its definitive proxy statement (DEFM14A) for the special shareholder meeting to approve the merger with Paramount Skydance Corporation.
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Shareholder Vote Scheduled
A special meeting of WBD stockholders is scheduled for April 23, 2026, to vote on the adoption of the Merger Agreement and an advisory proposal on executive compensation related to the merger.
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Acquisition Price Confirmed
The acquisition is for $31.00 per share in cash, plus potential 'Ticking Consideration' if the closing occurs after September 30, 2026.
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Netflix Merger Terminated
The prior Amended and Restated Agreement and Plan of Merger with Netflix, Inc. was terminated on February 27, 2026, with Paramount Skydance paying the $2.8 billion Netflix Termination Fee on WBD's behalf.
Analysis
Warner Bros. Discovery has filed its definitive proxy statement, a critical step towards the proposed all-cash acquisition by Paramount Skydance Corporation for $31.00 per share. This filing confirms the termination of the prior Netflix merger agreement, with Paramount Skydance paying the $2.8 billion termination fee on WBD's behalf. The definitive proxy provides shareholders with the full details for the upcoming vote on April 23, 2026, and highlights the robust financing commitments and a substantial $7 billion regulatory termination fee from PSKY, underscoring the high certainty of the deal's completion. While the core M&A news was previously announced, this definitive filing finalizes the terms for the shareholder vote and provides comprehensive details on the transaction's structure and implications, including executive compensation arrangements.
At the time of this filing, WBD was trading at $27.17 on NASDAQ in the Technology sector, with a market capitalization of approximately $67.5B. The 52-week trading range was $7.52 to $30.00. This filing was assessed with positive market sentiment and an importance score of 8 out of 10.