NEW YORK — In a further rebuke of overtures from a spurned Paramount Skydance that it wants its own deal to get a relook and serious consideration, Netflix and Warner Bros. Discovery on Tuesday revealed that they’ve tweaked their merger agreement.
The result? It will be an all-cash transaction, a revision that “simplifies the transaction structure, provides greater certainty of value for WBD stockholders, and accelerates the path to a WBD stockholder vote.”
The all-cash transaction continues to be valued at $27.75 per WBD share, unchanged from the prior transaction structure. WBD stockholders will also receive the additional value of shares of Discovery Global following its separation from WBD.
The transaction will be financed through a combination of cash on hand, available credit facilities and committed financing.
“The revised structure enhances execution certainty, aligns with Netflix’s disciplined capital allocation framework and provides clear benefits,” the companies said.
Those benefits include “greater value certainty,” and a faster path to a shareholder vote.
The revised transaction structure is now expected to enable WBD stockholders to vote on the proposed transaction by April 2026.
“Today’s revised merger agreement brings us even closer to combining two of the greatest storytelling companies in the world and with it even more people enjoying the entertainment they love to watch the most,” said David Zaslav, President/CEO of Warner Bros. Discovery. “By coming together with Netflix, we will combine the stories Warner Bros. has told that have captured the world’s attention for more than a century and ensure audiences continue to enjoy them for generations to come.”
Netflix co-CEO Ted Sarandos (pictured, top left) added, “The WBD Board continues to support and unanimously recommend our transaction, and we are confident that it will deliver the best outcome for stockholders, consumers, creators and the broader entertainment community. Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global. Together, Netflix and Warner Bros. will deliver broader choice and greater value to audiences worldwide, enhancing access to world-class television and film both at home and in theaters. The acquisition will also significantly expand U.S. production capacity and investment in original programming, driving job creation and long-term industry growth.”
As previously announced, WBD will separate Warner Bros. and Discovery Global into two separate publicly traded companies. This separation is expected to be completed in six to nine months, prior to the closing of the proposed Netflix and Warner Bros. transaction.
The amended, all-cash transaction was unanimously approved by the Boards of Directors of both Netflix and WBD. Closing remains subject to completion of the Discovery Global separation, receipt of required regulatory approvals, approval of WBD stockholders and other customary closing conditions.
The financing structure is not subject to review by the Committee on Foreign Investment in the United States (CFIUS).
Netflix and WBD have each submitted their Hart-Scott-Rodino (HSR) filings and are engaging with competition authorities, including the U.S. Department of Justice and European Commission. “Netflix and WBD remain committed to working closely with regulators and all stakeholders to ensure a smooth and successful transaction,” the companies said.
As previously disclosed, the transaction is expected to close 12-18 months from the date that Netflix and WBD originally entered into their merger agreement.
