#United States #Los Angeles #Warner Bros. Discovery #Paramount #PSKY

Paramount's Superior Proposal for Warner Bros. Discovery

LOS ANGELES and NEW YORK, Feb. 26, 2026 – Paramount Skydance Corporation (Nasdaq: PSKY) has openly confirmed that it has been informed by Warner Bros. Discovery, Inc. (Nasdaq: WBD) that the Board of Directors has recognized its proposal of $31 per share in cash as a “Company Superior Proposal.” This decision comes in light of WBD's existing merger agreement with Netflix, Inc. (Nasdaq: NFLX).

David Ellison, Paramount’s Chairman and CEO, expressed satisfaction with the outcome, stating, “We are pleased WBD's Board has unanimously affirmed the superior value of our offer, which instills confidence, certainty, and swift closure for WBD shareholders.”

Key Features of the Proposed Acquisition

The proposed acquisition includes several favorable features:

• - A cash offer of $31.00 per share, aiming for 100% ownership of Warner Bros. Discovery.
• - A daily ticking fee of $0.25 per quarter starting from September 30, 2026, until the acquisition is finalized.
• - A $7 billion regulatory termination fee shall be applicable if the transaction does not close due to regulatory issues.
• - Paramount will cater to the $2.8 billion termination fee that WBD is liable to pay to Netflix to dissolve its current merger agreement.
• - The proposal will also eliminate WBD's $1.5 billion financing cost related to its debt exchange offer.
• - The definition of “Company Material Adverse Effect” will not include the performance of WBD's Global Linear Networks business, easing some regulatory concerns.
• - Financial backing is substantial, as the Ellison Trust has committed $45.7 billion in equity, with a guarantee from Larry Ellison, ensuring extra funding to support the solvency certificate required by Paramount’s lending institutions. Additionally, a $57.5 billion debt commitment has been secured from Bank of America Merrill Lynch, Citi, and Apollo.

Next Steps in the Acquisition Process

The engagement in this proposed merger is contingent upon the expiration of a four business day match period, termination of the ongoing Netflix merger agreement, and the formal signing of a definitive merger agreement between Paramount and WBD.
The waiting period under the Hart-Scott-Rodino Antitrust Improvements Act concerning this acquisition officially concluded on February 19, 2026, at 11:59 PM.

Advisory Team Supporting the Acquisition

To aid this acquisition process, various firms are providing advisory services. Centerview Partners LLC and RedBird Advisors are leading as financial advisors, while Bank of America Securities, Citi, M. Klein Company, and LionTree are also involved. Legal counsel is being provided by Cravath, Swaine & Moore LLP and Latham & Watkins LLP.

About Paramount

Paramount Skydance Corporation is recognized as a leading global media and entertainment entity, featuring three core business segments: Studios, Direct-to-Consumer, and TV Media. Under this umbrella, renowned brands such as Paramount Pictures, CBS, Nickelodeon, and Showtime thrive, catering to diverse consumer tastes across various platforms.

For further insights and updates, visit www.paramount.com.

Cautionary Note

This communication contains both historical and forward-looking statements regarding financial results, future performance, and other essential operational matters. It is essential to note that these forward-looking statements include inherent risks and uncertainties that may cause actual results to differ significantly.

In generating participation for the Netflix Merger Solicitation, Paramount urges all WBD shareholders to closely review the Special Meeting Preliminary Proxy Statement for forthcoming developments.