NEW YORK, Feb. 28, 2022 /PRNewswire/
-- Discovery, Inc. today announced its plans to appoint
Chris Licht as the new chairman and
chief executive officer of CNN Global. The appointment will be
effective following the completion of Discovery, Inc.'s acquisition
of WarnerMedia, expected in early 2Q.
Licht has spent more than 20 years in broadcast news and
currently serves as executive vice president of special programming
at CBS. He has created, led and strengthened award-winning
news and entertainment shows and programming, including "The Late
Show with Stephen Colbert," "CBS
This Morning," and MSNBC's "Morning Joe."
David Zaslav, incoming CEO of
Warner Bros. Discovery, commented:
"I have known and admired Chris for more than 15 years and
strongly believe he is the best person to lead CNN Global as part
of Warner Bros. Discovery. Chris is a dynamic and creative
producer, an engaging and thoughtful journalist, and a true news
person. He has more than two decades of broadcast experience
across local, cable and national news. He has been in the
field, in the control room and on the set. He is a highly
principled individual who is trusted, hard-working and makes every
organization stronger, more innovative, and more
cohesive."
Discovery expects that Licht will start at CNN in early
May, after Discovery's acquisition of CNN is complete. He will
report directly to Zaslav.
"I'm honored to have this opportunity, especially at such an
important time for our country and the world,'' said Licht. "CNN
has a rich and storied legacy and I both promise to uphold it and
build upon it. I am eternally grateful to Stephen Colbert and the peerless Late Show team
for an unforgettable run. I am looking forward to returning to my
journalism roots."
Licht has broad experience as a journalist and leader. He
currently is executive vice president of special programming at CBS
and executive producer and showrunner for "The Late Show with
Stephen Colbert." Prior to that,
Licht was vice president of programming for CBS News and executive
producer of the network's morning news program, "CBS This Morning,"
which he helped launch in 2012. Licht won accolades for elevating
the quality of journalism at "CBS This Morning.'' Prior to CBS,
Licht was the co-creator and original executive producer of MSNBC's
popular morning news show, "Morning Joe."
About Discovery, Inc.
Discovery, Inc. (Nasdaq: DISCA,
DISCB, DISCK) is a global leader in real life entertainment,
serving a passionate audience of superfans around the world with
content that inspires, informs and entertains. Discovery delivers
over 8,000 hours of original programming each year and has category
leadership across deeply loved content genres around the world.
Available in over 220 countries and territories and nearly 50
languages, Discovery is a platform innovator, reaching viewers on
all screens, including TV Everywhere products such as the GO
portfolio of apps; direct-to-consumer streaming services such as
discovery+, Food Network Kitchen and MotorTrend OnDemand;
digital-first and social content from Group Nine Media; a landmark
natural history and factual content partnership with the BBC; and a
strategic alliance with PGA TOUR to create the international home
of golf. Discovery's portfolio of premium brands includes Discovery
Channel, HGTV, Food Network, TLC, Investigation Discovery, Travel
Channel, MotorTrend, Animal Planet, Science Channel, OWN: Oprah
Winfrey Network, as well as the multi-platform JV with Chip and Joanna Gaines, Magnolia Network, in the
U.S., Discovery Kids in Latin
America, and Eurosport, the leading provider of 3 locally
relevant, premium sports and Home of the Olympic Games across
Europe. For more information,
please visit corporate.discovery.com and follow
@DiscoveryIncTV across social platforms.
Cautionary Statement Concerning Forward-Looking
Statements
Information set forth in this communication, including financial
estimates and statements as to the expected timing, completion and
effects of the proposed transaction between AT&T, Spinco, and
Discovery constitute forward-looking statements within the meaning
of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. These estimates and statements are subject to
risks and uncertainties, and actual results might differ
materially. Such estimates and statements include, but are not
limited to, statements about the benefits of the transaction,
including future financial and operating results, the combined
Spinco and Discovery company's plans, objectives, expectations and
intentions, and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations
of the management of AT&T and Discovery and are subject to
significant risks and uncertainties outside of our control. Among
the risks and uncertainties that could cause actual results to
differ from those described in the forward-looking statements are
the following: the occurrence of any event, change or other
circumstances that could give rise to the termination of the
proposed transaction; the risk that Discovery stockholders may not
approve the transaction proposals; the risk that the necessary
regulatory approvals may not be obtained or may be obtained subject
to conditions that are not anticipated; risks that any of the other
closing conditions to the proposed transaction may not be satisfied
in a timely manner; risks that the anticipated tax treatment of the
proposed transaction is not obtained; risks related to litigation
brought in connection with the proposed transaction; uncertainties
as to the timing of the consummation of the proposed transaction;
risks and costs related to the implementation of the separation of
Spinco, including timing anticipated to complete the separation,
any changes to the configuration of the businesses included in the
separation if implemented; the risk that the integration of
Discovery and Spinco being more difficult, time consuming or costly
than expected; risks related to financial community and rating
agency perceptions of each of AT&T and Discovery and its
business, operations, financial condition and the industry in which
it operates; risks related to disruption of management time from
ongoing business operations due to the proposed merger; failure to
realize the benefits expected from the proposed merger; effects of
the announcement, pendency or completion of the proposed merger on
the ability of AT&T, Spinco or Discovery to retain customers
and retain and hire key personnel and maintain relationships with
their suppliers, and on their operating results and businesses
generally; and risks related to the potential impact of general
economic, political and market factors on the companies or the
proposed transaction. The effects of the COVID-19 pandemic may give
rise to risks that are currently unknown or amplify the risks
associated with the foregoing factors.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the registration statement
on Form S-4 filed by Discovery with the Securities and Exchange
Commission ("SEC"), which includes a preliminary proxy
statement/prospectus, the proxy statement/prospectus filed by
Discovery with the SEC and first mailed to Discovery stockholders
on February 10, 2022, and the
registration statement on Form 10 filed by Spinco with the
SEC, which includes a preliminary information statement, in
connection with the proposed transaction. Discussions of additional
risks and uncertainties are contained in AT&T's and Discovery's
filings with the Securities and Exchange Commission. Neither
AT&T nor Discovery is under any obligation, and each expressly
disclaims any obligation, to update, alter, or otherwise revise any
forward-looking statements, whether written or oral, that may be
made from time to time, whether as a result of new information,
future events, or otherwise. Persons reading this announcement are
cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in
respect of the proposed transaction between AT&T, Spinco, and
Discovery. In connection with the proposed transaction, Discovery
filed a registration statement on Form S-4 with the SEC containing
a preliminary prospectus of Discovery that also constitutes a
preliminary proxy statement of Discovery. The Form S-4 was declared
effective February 10, 2022 and the
proxy statement/prospectus was first mailed to Discovery
stockholders on February 10, 2022. In
addition, Spinco filed a registration statement on Form 10 with the
SEC containing a preliminary information statement. The Form 10 has
not yet become effective. After the Form 10 is effective, the
information statement will be made available to AT&T
stockholders. The information in the preliminary information
statement is not complete and may be changed. This communication is
not a substitute for the registration statements, proxy
statement/prospectus, information statement or any other document
which AT&T, Spinco or Discovery may file with the SEC.
STOCKHOLDERS OF AT&T AND DISCOVERY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION
STATEMENTS, THE PROXY STATEMENT/PROSPECTUS AND THE INFORMATION
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders are able to obtain copies of the proxy statement/prospectus
as well as other filings containing information about AT&T,
Spinco and Discovery, without charge, at the SEC's website,
http://www.sec.gov. Copies of documents filed with the SEC by
AT&T or Spinco will be made available free of charge on
AT&T's investor relations website at https://investors.att.com.
Copies of documents filed with the SEC by Discovery will be made
available free of charge on Discovery's investor relations website
at https://ir.corporate.discovery.com/investor-relations.
No Offer or Solicitation
This communication is for informational purposes only and is not
intended to and does not constitute an offer to sell, or the
solicitation of an offer to subscribe for or buy, or a solicitation
of any vote or approval in any jurisdiction, nor shall there be any
sale, issuance or transfer of securities in any jurisdiction in
which such offer, sale or solicitation would be unlawful, prior to
registration or qualification under the securities laws of any such
jurisdiction. No offer of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
Participants in Solicitation
This communication is not a solicitation of a proxy from any
investor or security holder. However, AT&T and certain of its
directors and executive officers, and Discovery and its directors
and executive officers, may be deemed to be participants in the
solicitation of proxies from the holders of Discovery capital stock
and/or the offering of Discovery securities in respect of the
proposed transaction. Information about the directors and executive
officers of AT&T is set forth in the proxy statement for
AT&T's 2021 Annual Meeting of Stockholders, which was filed
with the SEC on March 11, 2021.
Information about the directors and executive officers of Discovery
is set forth in the proxy statement for Discovery's 2021 Annual
Meeting of Stockholders, which was filed with the SEC on
April 30, 2021. Additional
information regarding the interests of these participants can also
be found in the Form S-4 filed by Discovery with the SEC, which
includes a preliminary proxy statement/prospectus, the proxy
statement/prospectus filed by Discovery with the SEC and first
mailed to Discovery stockholders on February
10, 2022, and the registration statement on Form 10 filed by
Spinco with the SEC, which includes a preliminary information
statement. These documents can be obtained free of charge from the
sources indicated above.
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SOURCE Discovery, Inc.
