Warner Bros. Discovery shareholders are voting Thursday on Paramount $PARA Skydance Corporation's proposed acquisition of the media company, with the WBD board urging shareholders to approve the all-cash transaction.
WBD's board unanimously recommends the all-cash deal, which offers shareholders a 147% premium to the company's unaffected stock price
JHVEPhoto / Getty Images
Warner Bros. Discovery shareholders are voting Thursday on Paramount $PARA Skydance Corporation's proposed acquisition of the media company, with the WBD board urging shareholders to approve the all-cash transaction.
Under the terms of the deal, WBD shareholders will receive $31.00 per share in cash — a 147% premium to WBD's unaffected stock price of $12.54 per share, the company said. The transaction has been unanimously approved by the boards of both companies and is expected to close in the third quarter of 2026, pending regulatory clearances and shareholder approval.
If the deal has not closed by Sept. 30, 2026, WBD shareholders will receive a $0.25-per-share ticking fee for each quarter until closing, Warner Bros. Discovery said.
Proxy advisory firm Institutional Shareholder Services recommended that shareholders accept the deal, calling it "the result of a competitive sales process and public bidding war," according to CNBC. In its report, ISS cited the premium over WBD's unaffected trading price and said the all-cash nature of the offer gives shareholders both "liquidity and certainty of value." On the question of Zaslav's compensation upon departure, ISS declined to endorse the package, which includes stock awards and a newly added excise tax gross-up and amounts to a payout exceeding $800 million.
An open letter opposing the transaction drew signatures from thousands of people across the entertainment industry — actors, writers, directors and others — who contend that further media consolidation will damage both creative workers and the public, according to CNN. Several Democratic state attorneys general have said they are examining the deal's impact on the media marketplace.
Funding for the acquisition draws on sovereign investors from Saudi Arabia, Abu Dhabi, and Qatar, though Paramount disclosed in a regulatory filing that those funds will hold no governance rights in the combined company, according to CNN.
Paramount and WBD prevailed over Netflix $NFLX in a bidding war for control of Warner Bros. Discovery in late February, after Netflix declined to match Paramount's $31-per-share offer. Netflix co-CEOs Ted Sarandos and Greg Peters said at the time that buying WBD "was always a 'nice to have' at the right price, not a 'must have' at any price." Should regulators ultimately block the transaction, Paramount would owe a $7 billion breakup fee; the company has also taken on responsibility for the $2.8 billion WBD owed Netflix after walking away from their earlier arrangement, according to CNBC.
Speaking to advertisers Tuesday evening, Ellison described his vision for the merged entity as one that would "strengthen competition, better serve the creative community, and deliver even more compelling stories to audiences around the world," according to CNN.
Allen & Company, J.P. Morgan, and Evercore are serving as financial advisors to Warner Bros. Discovery. Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel, the company said.
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