Warner Bros. Discovery (WBD) has announced a significant update to its impending acquisition by Netflix, now structured entirely as an all-cash deal. This new arrangement simplifies the transaction, bolsters certainty of value for WBD shareholders, and speeds up the overall approval process.

Under the revised agreement, the acquisition price remains firm at $27.75 per WBD share, matching previous valuations. Shareholders will also benefit from additional value stemming from the upcoming separation of Discovery Global, which will be included in the total consideration. The funding for this transaction will come from Netflix’s existing cash reserves, credit facilities, and committed financing arrangements.

The shift to an all-cash deal brings notable advantages. It reduces market volatility influence, providing shareholders with a clear and predictable value at closing. Additionally, the streamlined structure is expected to facilitate a shareholder vote by April 2026, with WBD filing a preliminary proxy statement with the SEC to support this timeline.

Netflix’s robust cash flow underpins this approach, allowing the company to maintain a healthy balance sheet while advancing strategic priorities. Both companies’ boards have unanimously approved the amended agreement, which is contingent on regulatory approvals, the completion of Discovery Global's separation, and other customary closing conditions.

This transaction is part of a broader strategic vision to combine two of the entertainment industry’s most influential storytellers. Warner Bros. Discovery’s CEO, David Zaslav, expressed enthusiasm about uniting their legacy of storytelling with Netflix’s innovative platform. Co-CEO Ted Sarandos highlighted the benefits for consumers, creators, and the industry, emphasizing increased content diversity, expanded production capacity, and new opportunities for growth.

Netflix’s leadership underscored their commitment to an agreement that enhances shareholder value and supports industry growth. Co-CEO Greg Peters emphasized that the transaction aligns with Netflix’s mission to entertain globally while fostering innovation and long-term development in original programming.

Warner Bros. Discovery’s Board Chair, Samuel Di Piazza, Jr., reaffirmed confidence in the deal, noting that the all-cash consideration offers greater certainty and value realization. The company is also progressing with plans to split into two separate publicly traded entities, a process expected to conclude within six to nine months, prior to the transaction’s finalization.

Both companies are actively engaging with regulatory bodies, including the U.S. Department of Justice and European authorities, to ensure compliance and facilitate smooth closing. Advisors from Moelis & Company, Skadden, Wells Fargo, and other firms are supporting the process.

This strategic move is expected to close within 12 to 18 months, marking a transformative chapter in the entertainment landscape. Ongoing updates and resources are available through dedicated informational channels, including the website netflixwbtogether.com.Crucial details regarding the proposed all-cash agreement between the companies are contained within formal regulatory filings.

Investors are strongly advised to consult the definitive proxy statement and other relevant SEC documents, as they hold vital information about the transaction.

These documents will cover the terms, associated risks, and the identities of participants who may be soliciting proxies from Warner Bros. Discovery stockholders.

Forward-looking statements within these materials involve inherent risks and uncertainties, and actual outcomes may differ materially from current expectations.

Numerous factors could impact the transaction's completion and benefits, including regulatory approvals, integration challenges, and broader market conditions.

For further details, investor and media contacts for both Netflix and Warner Bros. Discovery have been provided.

All relevant filings are accessible free of charge on the respective investor relations websites of both companies.

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