Warner Bros. Discovery has announced that its Board of Directors (the “Board”) has unanimously determined that the tender offer launched by Paramount Skydance on December 8, 2025 is not in the best interests of WBD and its shareholders. Also, the Board stablishes that it does not meet the criteria of a “Superior Proposal” under the terms of WBD’s merger agreement with Netflix announced on December 5, 2025, as the company has claimed in a statement.

The Warner Bros. Discovery Board unanimously reiterates its recommendation in support of the Netflix combination and recommends that WBD shareholders reject PSKY’s offer.

“Following a careful evaluation of Paramount’s recently launched tender offer, the Board concluded that the offer’s value is inadequate, with significant risks and costs imposed on our shareholders”, states Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. “This offer once again fails to address key concerns that we have consistently communicated to Paramount throughout our extensive engagement and review of their six previous proposals. We are confident that our merger with Netflix represents superior, more certain value for our shareholders and we look forward to delivering on the compelling benefits of our combination”.

In connection with its determination, the Board sent a letter to shareholders providing detail on its recommendation to shareholders.

The text confirms the review of PSKY’s tender offer and the reasons for the group’s determination, noting that “none of these reasons will be a surprise to PSKY given our clear, and oft-repeated, feedback on their six prior proposals”. It also defines Netflix’s merger as “extraordinary”.

“Our agreement with Netflix gives WBD shareholders $23.25 in cash, plus $4.50 in shares of Netflix common stock (based on a collar range of $97.91 – $119.67 in the Netflix stock price at the time of closing), plus the additional value of the shares of Discovery Global and the opportunity to participate in future potential upside following Discovery Global’s separation from WBD. The entire Board is confident in our recommendation that Netflix represents the best value-creating path for shareholders”, details.

After clarifying the differences between both proposals, the letter describes Paramount’s offer as “illusory” and notes that “its acceptance could incur significant additional costs to shareholders – all of which PSKY has ignored in their communications”.

The basis for the Board’s decision is set forth in the Solicitation/Recommendation Statement on Schedule 14D-9 (the “Schedule 14D-9”) filed with the U.S. Securities and Exchange Commission.

Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to Warner Bros. Discovery and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel.