Warner Bros Discovery (WBD) shareholders will vote on the Paramount merger at a special meeting of shareholders on April 23.
The WBD board is recommending shareholders vote in favour of the deal. It has begun mailing the definitive proxy statement to shareholders in connection with the special meeting. WBD shareholders of record as of 5pm ET on March 20 will be entitled to vote.
Under the terms of the merger agreement struck by WBD CEO David Zaslav and his negotiating team with Paramount CEO David Ellison and his entourage, WBD shareholders will receive $31 per share in cash for each share of WBD common stock they own.
The company said on Thursday this represents a 147% premium to WBD’s unaffected stock price of $12.54 per share. The transaction has been unanimously approved by the boards of both companies and is expected to close in the third quarter of 2026 subject to regulatory scrutiny, customary closing conditions, and approval by WBD shareholders.
Should the transaction not close by September 30, 2026, WBD shareholders will receive a $0.25 per share “ticking fee” for each quarter (measured daily) until closing.
WBD board chair Samuel A. Di Piazza, Jr. said the deal would maxmise the company’s assets value and create shareholder certainty, adding it would ”expand consumer choice and develop new opportunities for creative talent”.
Zaslav said, “This transaction is the culmination of the board’s robust process to unlock the full value of our world-class portfolio […] We are working closely with Paramount to close the transaction and deliver its benefits to all stakeholders.”
As previously reported, Zaslav stands to walk away with more than $550m from the transaction. He will also receive a $335.4m tax reimbursement, however that amount was predicated on the merger closing on March 11 is reducing with the passage of time.
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