Warner Bros Discovery Sets March 20 Vote for Netflix Merger Amid Paramount Bid

The company has also begun mailing the definitive proxy statement to shareholders in connection with the Special Meeting.

In a statement, WBD said "Warner Bros. Discovery, Inc. ("WBD") (NASDAQ: WBD) today announced that it will hold the Special Meeting of Shareholders (the "Special Meeting") to vote on the merger with Netflix, Inc. ("Netflix") (NASDAQ: NFLX) on March 20, 2026 at 8:00 a.m. Eastern Time and the commencement of mailing of the definitive proxy statement to shareholders in connection with the Special Meeting."

It also added that Netflix has provided a limited waiver under the merger agreement, allowing Warner Bros. Discovery to engage in discussions with Paramount Skydance (PSKY) for a seven-day period ending on February 23, 2026.

The purpose of these discussions is to seek clarity for shareholders and allow Paramount Skydance the opportunity to submit its best and final offer.

The WBD Board of Directors said it continues to unanimously recommend the merger with Netflix and has also recommended that shareholders reject Paramount Skydance's current offer.

However, the company said it is engaging with Paramount Skydance to determine whether it can provide a binding proposal that offers superior value and greater certainty for shareholders.

David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery, said, "Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders."

He added, "Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer."

Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors, added, "As announced today, we continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction's protections for shareholders against downside risk."

Paramount Skydance had earlier informed a Warner Bros Discovery Board member that it would be willing to pay USD 31 per share and indicated that this was not its best and final proposal.

Warner Bros Discovery has since sent a letter outlining key issues that remain unresolved and has asked Paramount Skydance to submit a binding proposal with clear terms.

The company said it remains committed to completing the merger with Netflix and has scheduled the shareholder vote accordingly. Shareholders of record as of 5:00 p.m. Eastern Time on February 4, 2026, will be eligible to vote at the Special Meeting.

Warner Bros. Discovery also held a strategic review process last year after deciding to separate its Streaming & Studios businesses from its Global Linear Networks business.

As part of that process, Paramount Skydance approached Warner Bros. Discovery in September 2025 and later submitted multiple proposals, which were twice unanimously rejected by the Board due to unfavorable terms and conditions.

The conflict began in late 2025 when Netflix reached a "friendly" agreement to acquire WBD's premium content and streaming assets for approximately USD 83 billion.

This deal was designed to merge the two streaming giants while spinning off WBD's older cable networks into a separate entity.

However, the situation turned into a bidding war when Paramount Global (recently merged with Skydance Media) launched a massive counter-offer of USD 108.4 billion to buy the entire company outright, including the cable channels Netflix intended to leave behind.

So far, the battle has been characterised by intense legal and financial maneuvering. While the WBD board originally favoured the Netflix deal, Paramount "sweetened the pot" to win over shareholders.

On February 10, Paramount pledged to cover the USD 2.8 billion breakup fee WBD would owe Netflix for backing out, while also offering a "ticking fee" to pay shareholders extra cash if the deal faces long regulatory delays.

- ANI