iHub News
2月前
US futures point to lower open as Iran tensions escalate and oil rebounds after record rally: Dow Jones, S&P and Nasdaq futuresApril 20, 2026 9:08 AM
IH Market News
Dow Jones, S&P 500 and Nasdaq futures are currently pointing to a lower open on Monday, with stocks likely to give back ground following the substantial rally seen last week.Concerns about the re-escalation of tensions between the U.S. and Iran may weigh on the markets following the latest developments in the Middle East.Over the weekend, Iran once again closed the Strait or Hormuz and purportedly fired on tankers in the vital waterway, blaming the U.S. blockade of Iranian ports for the moves.President Donald Trump called Iran’s actions a “total violation” of the ceasefire agreement between the U.S. and Iran, which is currently set to expire this week.In a post on Truth Social, Trump also said he is sending representatives to Islamabad, Pakistan, for talks with Iran, although Tehran has denied there are plans for a second round of negotiations.Trump once again threatened to knock out every single power plant and bridge in Iran if the country refuses to make a deal.The latest threats combined with news that U.S. forces have seized an Iranian-flagged cargo ship in the Gulf of Oman, have contributed to a significant rebound by the price of crude oil.U.S. crude oil futures are currently surging by more than 5 percent but have given back ground after reaching a high above $90 a barrel.Extending the strong upward move seen over the past several sessions, stocks moved sharply higher during trading on Friday. The Nasdaq and the S&P 500 once again reached new record closing highs, while the Dow reached its best closing level in almost two months.The major averages ended the day off their highs of the session but still posted strong gains. The Dow surged 868.71 points or 1.8 percent to 49,447.43, the Nasdaq shot up 365.78 points or 1.5 percent to 24,468.48 and the S&P 500 jumped 84.78 points or 1.2 percent to 7,126.06.For the week, the Nasdaq skyrocketed by 6.8 percent, the S&P 500 soared by 4.9 percent and the Dow spiked by 3.2 percent.The rally on Wall Street came following news that Iran has declared the Strait of Hormuz completely open to commercial traffic on the heels of the 10-day ceasefire between Israel and Lebanon.In a post on Truth Social, Trump said the Strait of Hormuz is “completely open and ready for business” but said the U.S. will continue its blockade of Iranian ports until a final peace agreement is reached.The news of the temporary reopening of the strait led to a nosedive by the price of crude oil, with U.S. crude oil futures plummeting by more than 10 percent and dropping well below $90 a barrel.The markets also continued to benefit from optimism about the potential end of the U.S. war with Iran following the latest comments by Trump.At an event in Las Vegas on Thursday, Trump claimed the “war in Iran is going along swimmingly” and “should be ending pretty soon.”Trump’s latest remarks echo similar optimistic predictions he has made throughout the war, but his comments continue to generate positive sentiment on Wall Street.The strength on Wall Street may also have reflected optimism about the strength of corporate earnings ahead of the release of quarterly results from several big-name companies this week.However, shares of Netflix (NASDAQ:NFLX) plunged by 9.7 percent after the streaming giant reported better than expected first quarter results but provided disappointing second quarter guidance.Airline stocks turned in some of the market’s best performances on the day, with the NYSE Arca Airline Index soaring by 6.4 percent to its best closing level in well over a month.Substantial strength was also visible among housing stocks, as reflected by the 3.7 percent spike by the Philadelphia Housing Sector Index (NASDAQI:HGX).Gold stocks also moved sharply higher along with the price of the precious metal, resulting in a 3.2 percent surge by the NYSE Arca Gold Bugs Index.Steel, networking and semiconductor stocks also saw considerable strength, while oil producer stocks showed a significant move to the downside.
Original: US futures point to lower open as Iran tensions escalate and oil rebounds after record rally: Dow Jones, S&P and Nasdaq futures
iHub News
2月前
Futures Signal Continued Gains for Wall Street: Dow Jones, S&P, NasdaqApril 17, 2026 9:23 AM
IH Market News
U.S. stock futures are indicating a higher open on Friday, suggesting that markets may build on the upward momentum seen in recent sessions.Investor sentiment continues to be supported by optimism that the U.S. conflict with Iran could be nearing an end, following recent remarks from President Donald Trump.Speaking at an event in Las Vegas on Thursday, Trump said the “war in Iran is going along swimmingly” and “should be ending pretty soon.”While similar upbeat comments have been made throughout the conflict, they continue to underpin positive sentiment in equity markets.“If a resolution can be found in the near term, then perhaps the market will have been right to see this as a blip rather than something which justifies a more significant derating of corporate valuations,” said Russ Mould.He added, “Only time will tell, though sooner rather than later there will need to be evidence of Donald Trump’s repeated claims that the war will be ending soon coming to fruition.”Markets are also being supported by expectations of solid corporate earnings, ahead of a busy week of results from major companies.Among those set to report are 3M (NYSE:MMM), UnitedHealth (NYSE:UNH), AT&T (NYSE:T), Boeing (NYSE:BA), IBM Corp. (NYSE:IBM), Tesla (NASDAQ:TSLA), American Express (NYSE:AXP), and Intel (NASDAQ:INTC).However, Netflix (NASDAQ:NFLX) shares are down 8.9% in premarket trading after the company delivered strong first-quarter results but issued weaker-than-expected guidance for the second quarter.On Thursday, stocks traded unevenly but maintained an overall positive tone, with major indices ending moderately higher. The Nasdaq and S&P 500 both extended recent gains, closing at fresh record highs.All three major benchmarks finished in positive territory: the Nasdaq rose 86.69 points, or 0.4%, to 24,102.70; the S&P 500 gained 18.33 points, or 0.3%, to 7,041.28; and the Dow Jones Industrial Average added 115.00 points, or 0.2%, to 48,578.72.The sustained rally has helped the Nasdaq and S&P 500 recover fully from the sharp declines seen following the outbreak of the U.S.-Iran conflict.Investors also remain hopeful about the possibility of renewed peace talks between Washington and Tehran, although no official meeting has yet been confirmed.Reports suggest both sides may consider extending the current ceasefire by two weeks to allow more time for negotiations.Further boosting sentiment, Trump said in a post on Truth Social that Israel and Lebanon have agreed to a 10-day ceasefire.He also noted that Israeli Prime Minister Benjamin Netanyahu and Lebanese President Joseph Aoun have been invited to the White House for peace discussions.Iran has continued to insist that Israel halt its attacks on Hezbollah in Lebanon as part of any ongoing ceasefire agreement.“It’s like the events of the past month-and-a-half have been placed in the rearview mirror by investors,” said Dan Coatsworth. “The market’s sanguine perspective may be tested if the rhetoric about an end to the fighting isn’t matched by reality sooner rather than later.”On the economic front, the Federal Reserve reported that U.S. industrial production unexpectedly declined in March.Industrial output fell 0.5% during the month, following a 0.7% increase in February. Economists had expected a modest 0.1% rise. The decline was partly driven by notable drops in utilities and mining production.In sector performance, transportation stocks stood out, pushing the Dow Jones Transportation Average up 4.1% to a record closing high.J.B. Hunt (NASDAQ:JBHT) was a key contributor, with shares jumping 6.3% after reporting better-than-expected quarterly results.Telecom stocks also showed strong gains, with the NYSE Arca North American Telecom Index rising 3.8%.Strength was also seen in networking, hardware, software, and oil-related stocks, while airline stocks moved notably lower.3M stock priceUnitedHealth Group stock priceAT&T stock priceBoeing stock priceIBM stock priceTesla stock priceAmerican Express stock priceIntel stock priceNetflix stock priceJ.B. Hunt Transport Services stock price
Original: Futures Signal Continued Gains for Wall Street: Dow Jones, S&P, Nasdaq
iHub News
2月前
Netflix Slides 10% After Weak Q2 Outlook; Co-Founder Hastings to Step DownApril 17, 2026 6:04 AM
IH Market News
Netflix (NASDAQ:NFLX) shares dropped almost 10% in premarket trading on Friday after the company issued second-quarter guidance that fell short of Wall Street expectations.The streaming group projected Q2 2026 earnings per share of $0.78, below the consensus forecast of $0.84. Revenue is expected to reach $12.57 billion, also missing estimates of $12.64 billion.In a letter to shareholders released Thursday, Netflix said Chairman Reed Hastings will not seek re-election at the company’s annual meeting in June and will step down from the business he co-founded nearly three decades ago, as he plans to focus on philanthropy and other interests.“Growth in content amortization will be first-half weighted due to the timing of title launches. We expect Q2 to have the highest year-over-year content amortization growth rate in 2026, before decelerating to mid-to-high single digit growth in the second half of the year,” the company said.Despite the weaker outlook, Netflix delivered strong first-quarter results that exceeded analyst expectations, supported by solid subscription revenue.The company reported Q1 earnings per share of $1.23, beating forecasts by $0.44 compared with estimates of $0.79. Revenue came in at $12.25 billion, up 16.2% year-on-year and ahead of the $12.18 billion consensus.“Revenue in Q1 grew 16% year over year (+14% on a foreign exchange (F/X) neutral basis), driven primarily by membership growth, higher pricing, and increased ad revenue,” Netflix said in its shareholder letter.Netflix maintained its full-year 2026 outlook, projecting revenue in the range of $50.7 billion to $51.7 billion and an operating margin of 31.5%.“With the stock up 40% in the last 2 months (vs. COMP +7%), investors are likely disappointed by the Q2 rev guidance miss and no raise on the FY26 rev/ OM outlook,” said James Heaney of Jefferies.“In our view, the primary issue was overly optimistic expectations for U.S. pricing benefit and margin expectation, rather than any fundamental deterioration,” he added.The update comes after Netflix failed in its attempt to acquire Warner Bros. Discovery for $72 billion, as it works to reinforce its position as the leading global streaming platform. While the company previously described a Warner Bros deal as a “nice to have, not need to have” opportunity, it did not specify how it plans to use the $2.8 billion termination fee received.Netflix said it is broadening its content offering with video podcasts and live programming, including events such as the World Baseball Classic in Japan, to boost user engagement. It also plans to use technology to enhance the viewing experience and improve monetization, with advertising revenue expected to reach $3 billion in 2026—roughly double the previous year.Following discussions with management, analysts at Raymond James noted that “60% of users in ad markets are now coming in through the ad plan.”“While advertising is not yet a major margin driver, Netflix sees substantial runway through better ad tech, greater use of first-party data, and new GenAI-enabled ad products,” the firm added.Netflix stock price
Original: Netflix Slides 10% After Weak Q2 Outlook; Co-Founder Hastings to Step Down
iHub News
2月前
Trump Signals Iran Conflict May End “Soon” as Netflix Slides — Market Movers: Dow Jones, S&P, Nasdaq, Wall Street FuturesApril 17, 2026 5:10 AM
IH Market News
U.S. equity futures were little changed on Friday as investors adopted a cautious stance ahead of potential weekend talks between Washington and Tehran. Optimism around a lasting de-escalation was supported by a ceasefire between Israel and Lebanon, while U.S. President Donald Trump indicated the conflict with Iran could be nearing its conclusion. Meanwhile, Netflix (NASDAQ:NFLX) came under pressure after announcing leadership changes and issuing a softer outlook.
Futures Hold Near Flatline
Futures tied to major U.S. indices hovered around unchanged levels as markets awaited developments on possible renewed U.S.-Iran negotiations.As of 03:17 ET, Dow futures rose 124 points, or 0.3%, S&P 500 futures edged up 6 points, or 0.1%, while Nasdaq 100 futures slipped 14 points, or 0.1%.In the previous session, both the S&P 500 and Nasdaq Composite reached fresh record highs, extending a weeklong rally. The gains followed Trump’s announcement of a pause in hostilities between Israel and Lebanon, alongside indications that discussions with Iran could resume before the current ceasefire expires later this month.With tensions appearing to ease, investor focus shifted toward the technology sector, which has rebounded after early-2026 weakness linked to concerns over disruption from emerging artificial intelligence tools. Chip-related companies such as Sandisk, Intel, and Micron Technology have led recent gains.At the same time, early earnings season updates have been broadly solid. Major Wall Street banks described the U.S. economy as resilient despite the energy shock tied to the Iran conflict, while industrial firms like J.B. Hunt reported profits even as fuel costs surged.
Trump Points to Possible Weekend Talks with Iran
Trump suggested that negotiations with Iran could take place over the weekend and signaled openness to extending the current ceasefire if progress is made.A ceasefire between Israel and Lebanon that took effect Thursday may help remove a key obstacle in broader negotiations. However, Israel has continued targeting Iran-backed Hezbollah forces in Lebanon despite the wider truce.Officials from both Israel and Lebanon confirmed the agreement, though Hezbollah has not formally accepted it, stating it will act based on “how developments unfold.”Trump reiterated his view that the conflict, which began in late February, is likely to end soon.“Generally I’m sympathetic to the view that a resolution is more likely than not over the coming weeks even if the path is unlikely to be a straight line,” said Jim Reid, Global Head of Macro and Thematic Research at Deutsche Bank.
Oil Prices Ease Below $100
Crude prices remained below $100 per barrel as traders monitored geopolitical developments and prospects for a durable peace agreement.After the conflict erupted, oil prices briefly spiked to around $120 per barrel, up from approximately $70 beforehand. Much of the increase has been driven by disruptions in the Strait of Hormuz, a critical shipping route off Iran’s southern coast responsible for about one-fifth of global oil flows.Analysts at ING estimate that roughly 13 million barrels per day have been affected by the disruption.The surge in oil prices has raised concerns about inflation globally, with potential implications for central bank policy, currency markets, and gold. Both the International Energy Agency and OPEC have warned of softer demand ahead, while limited shipping through the strait and ongoing U.S. restrictions on Iranian ports could continue to constrain supply.“Control of the Strait remains the main flashpoint,” analysts at OCBC said, adding that negotiations between the U.S. and Iran could take up to six months.
Netflix Falls as Hastings Plans Board Exit
Shares of Netflix (NASDAQ:NFLX) declined in premarket U.S. trading and early European dealings after the company issued weaker-than-expected revenue projections and announced that Chairman Reed Hastings will not seek re-election.While the group maintained its full-year guidance, it indicated that second-quarter operating margins would come in below the prior year.Netflix said that “growth in content amortization will be first-half weighted due to the timing of title launches,” adding that it expects the second quarter to “have the highest year-over-year content amortization growth rate in 2026, before decelerating to mid-to-high single digit growth in the second half of the year.”In a separate statement, the company confirmed that Hastings—who co-founded Netflix as a DVD-by-mail service nearly 30 years ago and led its transformation into a global streaming leader—will step down from the board after his term ends in June.
Apple iPhone Shipments Surge in China
Apple’s (NASDAQ:AAPL) iPhone shipments in China rose 20% in the first quarter, marking the strongest growth among major manufacturers, despite an overall contraction in the market due to rising memory chip costs, according to Counterpoint Research.The U.S. tech giant climbed to second place in the market, supported by strong demand for the iPhone 17 lineup, promotional pricing, and government subsidies. It also recorded the fastest growth among the top six vendors.Counterpoint noted that Apple appears well positioned to navigate the global memory shortage, citing its premium product range and supply chain strength. “In the near-to-medium term, it is more likely to absorb rising costs internally and expand its market share,” the firm said.Overall smartphone shipments in China declined 4% in the first quarter, weighed down by supply disruptions and higher component costs.“Rising component costs are already driving up retail prices, affecting both legacy models and the launch prices of new devices. This trend is expected to keep the Chinese smartphone market under significant pressure through the second quarter,” said Counterpoint analyst Ivan Lam.Netflix stock priceApple stock price
Original: Trump Signals Iran Conflict May End “Soon” as Netflix Slides — Market Movers: Dow Jones, S&P, Nasdaq, Wall Street Futures
iHub News
3月前
Paramount Poised to Win Warner Deal as Block Jumps — Key Market Movers: Dow Jones, S&P, Nasdaq, Wall Street FuturesFebruary 27, 2026 5:21 AM
IH Market News
U.S. stock index futures moved slightly lower on Friday as investors weighed fresh earnings from major technology companies and reassessed sentiment around artificial intelligence-driven trades. Paramount Skydance (NASDAQ:PSKY) appears set to prevail in the takeover contest for Warner Bros. Discovery (NASDAQ:WBD) after Netflix (NASDAQ:NFLX) withdrew its competing offer, while AI firm Anthropic entered a dispute with the Pentagon. Meanwhile, Jack Dorsey’s Block (NYSE:XYZ) surged after announcing large-scale job cuts, and oil prices edged higher.
Futures drift lower
U.S. equity futures pointed to a softer finish to the week as markets digested a wave of influential technology earnings.As of 02:59 ET (07:59 GMT), Dow futures were down 205 points, or 0.4%, S&P 500 futures slipped 13 points, or 0.2%, and Nasdaq 100 futures traded broadly flat.Wall Street closed mixed on Thursday, with investors focused on results from artificial intelligence heavyweight Nvidia (NASDAQ:NVDA) and cloud software provider Salesforce (NYSE:CRM).Although Nvidia delivered quarterly earnings above expectations, investors remained cautious amid growing competition, questions about the durability of strong demand, and uncertainty over when meaningful returns will materialize. Shares of Nvidia — a major index component — fell more than 5%.Salesforce shares advanced despite issuing a weaker-than-anticipated annual revenue outlook. Analysts at Vital Knowledge described the results as “no worse than feared.”The session also saw what analysts called a “violent rotation” within technology stocks, as capital shifted away from hardware-oriented names such as semiconductors and data center infrastructure toward software and data-focused companies.According to analysts, “small red flags” from Nvidia alongside relief over results from Salesforce and peer Workday — combined with comments earlier this week from AI startup Anthropic about aiming to “compliment and augment, not kill” software companies — helped fuel the rotation.
Paramount leads Warner bidding battle
Paramount Skydance has emerged as the likely victor in the prolonged takeover struggle for Warner Bros. Discovery after Netflix unexpectedly stepped away from negotiations.Netflix executives — whose shares rose in after-hours trading following the announcement — said the deal was “always a ’nice to have’ at the right price,” but “not a ’must have’ at any price.” While Netflix has the financial capacity to pursue acquisitions, some investors had questioned the strategic logic of buying a traditional media company.Warner Bros.’ board determined Paramount’s $31-per-share all-cash proposal represented a superior offer, prompting Netflix to reconsider its position. After receiving four days to respond, Netflix opted not to match the bid and abandoned its $27.75-per-share proposal covering Warner Bros.’ studios and HBO Max.The development positions Paramount — controlled by David Ellison, son of technology billionaire Larry Ellison — to build a larger entertainment group incorporating franchises such as “Harry Potter” and “Game of Thrones.” If approved by regulators, the transaction would also give Paramount control of cable networks including CNN and TBS.Warner Bros. CEO David Zaslav said a Paramount transaction would “create tremendous value for our shareholders.” Paramount shares rose in extended trading, while Warner Bros. stock declined.
Anthropic clashes with Pentagon
Artificial intelligence company Anthropic said it would refuse Pentagon demands to remove safeguards embedded in its AI systems, creating tension between one of the sector’s leading startups and the U.S. government.The dispute centers on a Pentagon request to eliminate protections that prevent the technology from being used for domestic surveillance or autonomous weapons applications.The Defense Department has warned it could terminate its partnership with Anthropic and classify the firm as a “supply chain risk” if the company does not comply. Defense Secretary Pete Hegseth reportedly set a Friday deadline for Anthropic to allow the technology’s use in all lawful scenarios.Anthropic CEO Dario Amodei said he could not agree “in good conscience,” arguing that the military’s request would effectively dismantle the system’s safety guardrails.
Block shares surge
Shares of Block jumped more than 23% in after-hours trading after the payments firm announced plans to cut nearly half of its workforce as part of a strategy to integrate artificial intelligence more deeply across its operations.The reductions — expected to eliminate more than 4,000 positions — come as companies increasingly reshape staffing structures around AI adoption, raising broader concerns about employment impacts despite productivity gains.Block CEO Jack Dorsey said that “ntelligence tools have changed what it means to build and run a company,” adding “[w]e’re already seeing it internally” and “[a] significantly smaller team using the tools can do more and do it better[.]”Although the company anticipates up to $500 million in restructuring costs, analysts cited by Reuters suggested the sharp share price rise reflects expectations that leaner staffing could improve profitability margins.
Oil edges higher after U.S.–Iran talks
Oil prices moved modestly higher but remained on track for weekly declines after the United States and Iran agreed to continue negotiations over Tehran’s nuclear program, easing fears of supply disruptions.Brent crude futures gained 0.7% to $71.29 per barrel, while U.S. West Texas Intermediate futures rose 0.8% to $65.74 per barrel.For the week, Brent prices were largely unchanged, while WTI was set to fall roughly 1%, reversing part of the prior week’s advance.Talks between Washington and Tehran ended Thursday without a definitive agreement, but technical discussions are scheduled to resume next week in Vienna, Omani Foreign Minister Sayyid Badr Albusaidi said in a post on X following meetings in Geneva.Geopolitical tensions involving Iran have been a key driver of oil price movements throughout February, as the United States increased its military presence in the Middle East and warned of potential action if negotiations failed.Warner Brothers Discovery stock priceNetflix stock priceParamount Skydance stock priceBlock stock priceNvidia stock priceSalesforce stock price
Original: Paramount Poised to Win Warner Deal as Block Jumps — Key Market Movers: Dow Jones, S&P, Nasdaq, Wall Street Futures
US Market News
3月前
Netflix Declines to Raise Offer for Warner Bros.February 26, 2026 5:45 PM
PR Newswire (US)
HOLLYWOOD, Calif., Feb. 26, 2026 /PRNewswire/ -- Netflix, Inc. today announced that it has declined to raise its offer for Warner Bros. Netflix had earlier received notice from Warner Bros. Discovery (WBD) that its Board of Directors has determined Paramount Skydance's (PSKY) latest proposal constitutes a "Superior Proposal" under the terms of WBD's existing merger agreement with Netflix. Netflix issued the following statement in response from co-CEOs Ted Sarandos and Greg Peters:
The transaction we negotiated would have created shareholder value with a clear path to regulatory approval. However, we've always been disciplined, and at the price required to match Paramount Skydance's latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid.Warner Bros. is a world-class organization, and we want to thank David Zaslav, Gunnar Wiedenfels, Bruce Campbell, Brad Singer and the WBD Board for running a fair and rigorous process. We believe we would have been strong stewards of Warner Bros.' iconic brands, and that our deal would have strengthened the entertainment industry and preserved and created more production jobs in the U.S. But this transaction was always a 'nice to have' at the right price, not a 'must have' at any price.Netflix's business is healthy, strong and growing organically, powered by our slate and best-in-class streaming service. This year, we'll invest approximately $20 billion in quality films and series and will expand our entertaining offering. Consistent with our capital allocation policy, we'll also resume our share repurchase program.We will continue to do what we've done for more than 20 years as a public company: delight our members, profitably grow our business, and drive long-term shareholder value.About NetflixNetflix is one of the world's leading entertainment services offering TV series, films, games and live programming across a wide variety of genres and languages. Members can play, pause and resume watching as much as they want, anytime, anywhere, and can change their plans at any time.Important Information and Where to Find ItIn connection with the proposed transaction between Netflix and WBD, WBD filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC"). The Proxy Statement was first mailed to WBD stockholders on or around February 17, 2026. Each of Netflix and WBD may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Netflix or WBD may file with the SEC or mail to WBD's stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NETFLIX AND WBD ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING NETFLIX, WBD, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement as well as other filings containing information about Netflix and WBD, without charge, at the SEC's website, https://www.sec.gov. The documents filed by Netflix with the SEC also may be obtained free of charge at Netflix's website at https://ir.netflix.net/home/default.aspx. The documents filed by WBD with the SEC also may be obtained free of charge at WBD's website at https://ir.wbd.com.Participants in the SolicitationNetflix, WBD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WBD in connection with the proposed transaction under the rules of the SEC. Information about the interests of the directors and executive officers of WBD and other persons who may be deemed to be participants in the solicitation of stockholders of WBD in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Proxy Statement, which has been filed by WBD with the SEC. Information about WBD's directors and executive officers is set forth in WBD's proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 23, 2025, WBD's Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent filings with the SEC. Information about Netflix's directors and executive officers is set forth in Netflix's proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 17, 2025, and any subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement regarding the proposed transaction. Free copies of these documents may be obtained as described above.Cautionary Statement Regarding Forward-Looking StatementsThis document contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Netflix's and WBD's current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management's beliefs and certain assumptions made by Netflix and WBD, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see," "will," "may," "would," "might," "potentially," "estimate," "continue," "expect," "target," similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, completing the separation of WBD's Discovery Global business ("Discovery Global") and Warner Bros. business, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of WBD's and Netflix's businesses and other conditions to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Netflix and WBD; (iii) Netflix's and WBD's ability to implement their business strategies; (iv) consumer viewing trends; (v) potential litigation relating to the proposed transaction that could be instituted against Netflix, WBD or their respective directors; (vi) the risk that disruptions from the proposed transaction will harm Netflix's or WBD's business, including current plans and operations; (vii) the ability of Netflix or WBD to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Netflix's common stock; (x) legislative, regulatory and economic developments affecting Netflix's and WBD's businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Netflix and WBD operate; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Netflix's or WBD's financial performance; (xiv) restrictions during the pendency of the proposed transaction that may impact Netflix's or WBD's ability to pursue certain business opportunities or strategic transactions; (xv) failure to receive the approval of the stockholders of WBD; (xvi) the final allocation of indebtedness between WBD and Discovery Global in connection with the separation could cause a reduction to the consideration for the proposed transaction; (xvii) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections, and inherent uncertainties involved in the estimates and judgments used to estimate the differences between WBD's Global Linear Networks segment results and the expected results of Discovery Global; and (xviii) volatility or a decline in the market price for Discovery Global common stock following the separation. Discussions of additional risks and uncertainties are contained in Netflix's and WBD's filings with the SEC, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the Proxy Statement filed by WBD in connection with the proposed transaction. While the list of factors presented here and in the Proxy Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Netflix's or WBD's consolidated financial condition, results of operations or liquidity. Neither Netflix nor WBD assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
View original content to download multimedia:https://www.prnewswire.com/news-releases/netflix-declines-to-raise-offer-for-warner-bros-302699059.htmlSOURCE Netflix, Inc.
Original: Netflix Declines to Raise Offer for Warner Bros.
US Market News
3月前
PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY BOARD'S DETERMINATION OF PARAMOUNT'S PROPOSAL AS SUPERIORFebruary 26, 2026 4:35 PM
PR Newswire (US)
LOS ANGELES and NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") confirms that it has been notified by Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") that WBD's Board of Directors has determined that Paramount's $31 per share, all-cash proposal to acquire WBD is a "Company Superior Proposal" under the terms of WBD's merger agreement with Netflix, Inc. (NASDAQ: NFLX).David Ellison, Chairman and CEO of Paramount, said: "We are pleased WBD's Board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing."Under the terms of Paramount's proposed merger agreement:Paramount will acquire WBD for $31.00 per WBD share in cash for 100% of the company;A daily "ticking fee" of $0.25 per quarter will accrue after September 30, 2026, until the consummation of the Paramount transaction;A regulatory termination fee of $7 billion would be payable in the event the transaction does not close due to regulatory matters;Paramount will pay the $2.8 billion termination fee which WBD is required to pay to Netflix to terminate its existing Netflix merger agreement;Paramount will eliminate WBD's potential $1.5 billion financing cost associated with its debt exchange offer;The "Company Material Adverse Effect" definition excludes the performance of WBD's Global Linear Networks business;The Ellison Trust is providing a $45.7 billion equity commitment, and Larry Ellison is guaranteeing such commitment, including an obligation to contribute additional equity funding to Paramount to the extent needed to support the solvency certificate required by Paramount's lending banks, andBank of America Merrill Lynch, Citi and Apollo are providing a $57.5 billion debt commitment.The entry into Paramount's proposed transaction requires the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement between Paramount and WBD.As previously announced, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Paramount's acquisition of WBD expired at 11:59 pm on February 19, 2026.Centerview Partners LLC and RedBird Advisors are acting as lead financial advisors to Paramount, and Bank of America Securities, Citi, M. Klein & Company and LionTree are also acting as financial advisors. Cravath, Swaine & Moore LLP and Latham & Watkins LLP are acting as legal counsel to Paramount.About Paramount, a Skydance CorporationParamount, a Skydance Corporation (Nasdaq: PSKY) is a leading, next generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America's most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance's Animation, Film, Television, Interactive/Games, and Sports divisions. For more information please visit www.paramount.com.Cautionary Note Regarding Forward-Looking Statements This communication contains both historical and forward-looking statements, including statements related to Paramount Skydance Corporation's ("Paramount") future financial results and performance, potential achievements, anticipated reporting segments and industry changes and developments. All statements that are not statements of historical fact are, or may be deemed to be, "forward-looking statements". Similarly, statements that describe Paramount's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect Paramount's current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: the outcome of the tender offer by Paramount and Prince Sub Inc. (the "Tender Offer") to purchase for cash all of the outstanding Series A common stock of Warner Bros. Discovery, Inc. ("WBD") or any discussions between Paramount and WBD with respect to a possible transaction (including, without limitation, by means of the Tender Offer, the "Potential Transaction"), including the possibility that the Tender Offer will not be successful, that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; the conditions to the completion of the Potential Transaction or the previously announced transaction between WBD and Netflix, Inc. ("Netflix") pursuant to the Agreement and Plan of Merger, dated December 4, 2025, among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the "Proposed Netflix Transaction"), including the receipt of any required stockholder and regulatory approvals for either transaction, the proposed financing for the Potential Transaction, the indebtedness Paramount expects to incur in connection with the Potential Transaction and the total indebtedness of the combined company; the possibility that Paramount may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate the operations of WBD with those of Paramount, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Potential Transaction; risks related to Paramount's streaming business; the adverse impact on Paramount's advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries, including cost increases; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount's decisions to make investments in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of Paramount's content; damage to Paramount's reputation or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; content infringement; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally, including tariffs and other changes in trade policies; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor disputes; the risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; volatility in the prices of Paramount's Class B Common Stock; potential conflicts of interest arising from Paramount's ownership structure with a controlling stockholder; and other factors described in Paramount's news releases and filings with the Securities and Exchange Commission (the "SEC"), including but not limited to Paramount Global's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that Paramount does not currently view as material or that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this report, and Paramount does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.Additional Information This communication does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD, the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, and Paramount's intention to solicit proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting of WBD stockholders to be held to approve the Proposed Netflix Transaction (the "Netflix Merger Solicitation") and/or for use at the WBD annual meeting of stockholders. The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, the letter of transmittal and other related offer documents), filed with the SEC on December 8, 2025. These materials, as may be amended from time to time, contain important information, including the terms and conditions of the offer. Subject to future developments, Paramount (and, if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication is not a substitute for any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection with the Potential Transaction.Paramount, Prince Sub Inc. and the other participants in the Netflix Merger Solicitation have filed a preliminary proxy statement and the accompanying BLUE proxy card with the SEC on January 22, 2026 in connection with the Netflix Merger Solicitation (the "Special Meeting Preliminary Proxy Statement"). Paramount expects to file a definitive proxy statement and the accompanying proxy card with the SEC in connection with the Netflix Merger Solicitation and may file other proxy solicitation materials in connection therewith or the annual meeting of WBD stockholders, or other documents with the SEC.PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL MEETING PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATED TO THE PARTICIPANTS. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR. Participants in the SolicitationThe participants in the Netflix Merger Solicitation are expected to be Paramount, Prince Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird Capital Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the participants in the Netflix Merger Solicitation is available in the Special Meeting Preliminary Proxy Statement.PSKY-IRMedia Contacts:
Paramount
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.comBrunswick Group
ParamountSkydance@brunswickgroup.comGagnier Communications
Dan Gagnier
dg@gagnierfc.comInvestor Contacts:
Paramount
Kevin Creighton / Logan Thomas
kevin.creighton@paramount.com / logan.thomas @teena
Toll-Free: (844) 343-2621
info@okapipartners.com
View original content:https://www.prnewswire.com/news-releases/paramount-comments-on-warner-bros-discovery-boards-determination-of-paramounts-proposal-as-superior-302699028.htmlSOURCE Paramount Skydance Corporation
Original: PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY BOARD'S DETERMINATION OF PARAMOUNT'S PROPOSAL AS SUPERIOR
US Market News
3月前
Warner Bros. Discovery Board of Directors Determines Revised Proposal from Paramount Skydance Constitutes a "Company Superior Proposal"February 26, 2026 4:15 PM
PR Newswire (US)
Revised PSKY Proposal Values WBD at Per Share Price of $31.00; Netflix Now Has a Four Business Day Match Period NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. ("WBD") (NASDAQ: WBD) today announced that its Board of Directors (the "Board"), following consultation with its independent financial and legal advisors, has determined that the previously disclosed proposal from Paramount Skydance Corporation ("PSKY") (NASDAQ: PSKY) constitutes a "Company Superior Proposal" as defined in WBD's merger agreement with Netflix, Inc. ("Netflix") (NASDAQ: NFLX).As disclosed by WBD on February 24, 2026, PSKY's proposal includes a purchase price of $31.00 per WBD share in cash, plus a daily ticking fee equal to $0.25 per share per quarter beginning after September 30, 2026, as well as a $7 billion regulatory termination fee payable by PSKY in the event the transaction does not close due to regulatory matters, payment by PSKY of the $2.8 billion termination fee that WBD would be required to pay to Netflix to terminate the existing Netflix merger agreement, an obligation of Larry J. Ellison and an associated trust to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY's lending banks, and a "Company Material Adverse Effect" definition that excludes the performance of WBD's Global Linear Networks segment.WBD has notified Netflix of its determination that the PSKY proposal constitutes a "Company Superior Proposal." Under the terms of the Netflix merger agreement, this notice triggers a four business day period during which Netflix has the right to propose revisions to the Netflix merger agreement so that the PSKY proposal would cease to constitute a "Company Superior Proposal." Following the conclusion of this period, if the Board determines in good faith, after consultation with its independent financial and legal advisors, that, after considering any revisions to the terms of the Netflix merger agreement proposed by Netflix, the PSKY proposal continues to constitute a "Company Superior Proposal," WBD would be entitled to terminate the Netflix merger agreement.The Netflix merger agreement remains in effect, and the Board continues to recommend in favor of the Netflix transaction and has not withdrawn or modified its recommendation.Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to Warner Bros. Discovery and Wachtell, Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel.About Warner Bros. Discovery:Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com.Important Information about the Tender Offer and Where to Find ItWBD has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer (the "tender offer") by a subsidiary of PSKY with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Investors and security holders may obtain free copies of the solicitation/recommendation statement as well as other filings by WBD, without charge, at the SEC's website, https://www.sec.gov. In addition, free copies of documents filed with the SEC by WBD will be made available free of charge on WBD's investor relations website at https://ir.wbd.com.Important Information about the Transaction and Where to Find ItThis communication may be deemed to be solicitation material in respect of the proposed transaction between WBD and Netflix (the "proposed transaction"). In connection with the proposed transaction, WBD filed a definitive proxy statement (the "Proxy Statement") with the SEC. The Proxy Statement was first mailed to WBD stockholders on or around February 17, 2026. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement as well as other filings containing information about WBD and Netflix, without charge, at the SEC's website, https://www.sec.gov. Free copies of the Proxy Statement and each company's other filings with the SEC may also be obtained from the respective companies. Free copies of documents filed with the SEC by WBD will be made available on WBD's investor relations website at https://ir.wbd.com. Free copies of documents filed with the SEC by Netflix will be made available on Netflix's investor relations website at https://ir.netflix.net.Participants in the SolicitationWBD and Netflix and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of WBD is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, under the heading "Executive Officers of Warner Bros. Discovery, Inc.," and its definitive proxy statement filed with the SEC on April 23, 2025, under the heading "Proposal 1: Election of Directors." Information about the directors and executive officers of Netflix is set forth in its definitive proxy statement filed with the SEC on April 17, 2025, under the headings "Our Board of Directors" and "Our Company Executive Officers." Investors may obtain additional information regarding the interests of such participants by reading the Proxy Statement and other relevant materials regarding the proposed transaction when they become available.Forward-Looking StatementsInformation set forth in this communication, including financial estimates and statements as to the expected timing, completion and effects of the proposed transaction between WBD and Netflix, constitute forward-looking statements. 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 proposed transaction, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, statements about the tender offer and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of WBD and Netflix 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: (1) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (3) the risk that WBD stockholders may not approve the proposed transaction; (4) the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; (5) risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; (6) the final allocation of indebtedness between WBD and a newly formed subsidiary ("Discovery Global") in connection with the separation could cause a reduction to the consideration for the proposed transaction; (7) risks related to litigation brought in connection with the proposed transaction; (8) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (9) effects of the announcement, pendency or completion of the proposed transaction on the ability of WBD to retain customers and retain and hire key personnel and maintain relationships with suppliers, distributors, advertisers, content providers, vendors and other business partners, and on its operating results and business generally; (10) negative effects of the announcement or the consummation of the proposed transaction on the market price of WBD common stock; (11) risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; (12) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections, and inherent uncertainties involved in the estimates and judgments used to estimate the differences between WBD's Global Linear Networks segment results and the expected results of Discovery Global; (13) the risk that Discovery Global, as a new company that currently has no credit rating, will not have access to the capital markets on acceptable terms; (14) the risk that Discovery Global may be unable to achieve some or all of the benefits that WBD expects Discovery Global to achieve as an independent, publicly-traded company; (15) the risk that Discovery Global may be more susceptible to market fluctuations and other adverse events than it would have otherwise been while still a part of WBD; (16) the risk that Discovery Global will incur significant indebtedness in connection with the separation, and the degree to which it will be leveraged following completion of the separation may materially and adversely affect its business, financial condition and results of operations; (17) the ability to obtain or consummate financing or refinancing related to the proposed transaction or the separation upon acceptable terms or at all; (18) volatility or a decline in the market price for Discovery Global common stock following the separation; (19) uncertainties as to how many WBD stockholders will tender their shares in the tender offer; (20) the conditions to the completion of the tender offer, including the receipt of any required stockholder and regulatory approvals; (21) PSKY's ability to finance the tender offer and the indebtedness PSKY expects to incur in connection with the tender offer; (22) the possibility that PSKY may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate WBD's operations with those of PSKY, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the tender offer; and (23) the response of WBD, Netflix or PSKY management to any of the aforementioned factors. Discussions of additional risks and uncertainties are contained in WBD's and Netflix's filings with the SEC, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the Proxy Statement filed by WBD in connection with the proposed transaction. Neither WBD nor Netflix 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, except to the extent required by applicable law. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
View original content:https://www.prnewswire.com/news-releases/warner-bros-discovery-board-of-directors-determines-revised-proposal-from-paramount-skydance-constitutes-a-company-superior-proposal-302699009.htmlSOURCE Warner Bros. Discovery, Inc.
Original: Warner Bros. Discovery Board of Directors Determines Revised Proposal from Paramount Skydance Constitutes a "Company Superior Proposal"
US Market News
4月前
PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY BOARD'S DETERMINATION THAT PARAMOUNT PROPOSAL COULD REASONABLY BE EXPECTED TO LEAD TO A SUPERIOR PROPOSALFebruary 24, 2026 8:27 PM
PR Newswire (US)
LOS ANGELES and NEW YORK, Feb. 24, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") issued the following statement in response to the announcement by Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") that WBD's Board of Directors has determined that Paramount's revised $31 per share, all-cash offer to acquire WBD could reasonably be expected to lead to a "Company Superior Proposal" under the terms of WBD's merger agreement with Netflix, Inc. (NASDAQ: NFLX):
Paramount welcomes the WBD Board's determination and looks forward to continuing to engage constructively with WBD to deliver the benefits of Paramount's proposal to WBD shareholders, the creative community and consumers.Under the terms of its revised offer, Paramount:Increased the purchase price to $31.00 per WBD share in cash for 100% of the company,Accelerated timing of the daily "ticking fee" of $0.25 per quarter to commence after September 30, 2026, until the consummation of the Paramount transaction,Increased the regulatory termination fee to $7 billion in the event the transaction does not close due to regulatory matters,Reaffirmed it will pay the $2.8 billion termination fee which WBD would be required to pay to Netflix to terminate its existing Netflix merger agreement,Reaffirmed it will eliminate WBD's potential $1.5 billion financing cost associated with its debt exchange offer,Agreed to an obligation to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY's lending banks, andAgreed to a "Company Material Adverse Effect" definition that excludes the performance of WBD's Global Linear Networks business.As previously announced, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Paramount's acquisition of WBD expired at 11:59 pm on February 19, 2026.The entry into a transaction with WBD would require the WBD Board to determine that Paramount's revised proposal is a "Company Superior Proposal" under its merger agreement with Netflix, the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement between Paramount and WBD.About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation (Nasdaq: PSKY) is a leading, next generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America's most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance's Animation, Film, Television, Interactive/Games, and Sports divisions. For more information please visit www.paramount.com.Cautionary Note Regarding Forward-Looking Statements This communication contains both historical and forward-looking statements, including statements related to Paramount Skydance Corporation's ("Paramount") future financial results and performance, potential achievements, anticipated reporting segments and industry changes and developments. All statements that are not statements of historical fact are, or may be deemed to be, "forward-looking statements". Similarly, statements that describe Paramount's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect Paramount's current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: the outcome of the tender offer by Paramount and Prince Sub Inc. (the "Tender Offer") to purchase for cash all of the outstanding Series A common stock of Warner Bros. Discovery, Inc. ("WBD") or any discussions between Paramount and WBD with respect to a possible transaction (including, without limitation, by means of the Tender Offer, the "Potential Transaction"), including the possibility that the Tender Offer will not be successful, that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; the conditions to the completion of the Potential Transaction or the previously announced transaction between WBD and Netflix, Inc. ("Netflix") pursuant to the Agreement and Plan of Merger, dated December 4, 2025, among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the "Proposed Netflix Transaction"), including the receipt of any required stockholder and regulatory approvals for either transaction, the proposed financing for the Potential Transaction, the indebtedness Paramount expects to incur in connection with the Potential Transaction and the total indebtedness of the combined company; the possibility that Paramount may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate the operations of WBD with those of Paramount, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Potential Transaction; risks related to Paramount's streaming business; the adverse impact on Paramount's advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries, including cost increases; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount's decisions to make investments in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of Paramount's content; damage to Paramount's reputation or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; content infringement; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally, including tariffs and other changes in trade policies; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor disputes; the risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; volatility in the prices of Paramount's Class B Common Stock; potential conflicts of interest arising from Paramount's ownership structure with a controlling stockholder; and other factors described in Paramount's news releases and filings with the Securities and Exchange Commission (the "SEC"), including but not limited to Paramount Global's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that Paramount does not currently view as material or that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this report, and Paramount does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.Additional Information This communication does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD, the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, and Paramount's intention to solicit proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting of WBD stockholders to be held to approve the Proposed Netflix Transaction (the "Netflix Merger Solicitation") and/or for use at the WBD annual meeting of stockholders. The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, the letter of transmittal and other related offer documents), filed with the SEC on December 8, 2025. These materials, as may be amended from time to time, contain important information, including the terms and conditions of the offer. Subject to future developments, Paramount (and, if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication is not a substitute for any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection with the Potential Transaction.Paramount, Prince Sub Inc. and the other participants in the Netflix Merger Solicitation have filed a preliminary proxy statement and the accompanying BLUE proxy card with the SEC on January 22, 2026 in connection with the Netflix Merger Solicitation (the "Special Meeting Preliminary Proxy Statement"). Paramount expects to file a definitive proxy statement and the accompanying proxy card with the SEC in connection with the Netflix Merger Solicitation and may file other proxy solicitation materials in connection therewith or the annual meeting of WBD stockholders, or other documents with the SEC.PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL MEETING PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATED TO THE PARTICIPANTS. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR. Participants in the SolicitationThe participants in the Netflix Merger Solicitation are expected to be Paramount, Prince Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird Capital Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the participants in the Netflix Merger Solicitation is available in the Special Meeting Preliminary Proxy Statement.PSKY-IRMedia Contacts:
Paramount
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.comBrunswick Group
ParamountSkydance@brunswickgroup.comGagnier Communications
Dan Gagnier
dg@gagnierfc.comInvestor Contacts:
Paramount
Kevin Creighton / Logan Thomas
kevin.creighton@paramount.com / logan.thomas @teena
Toll-Free: (844) 343-2621
info@okapipartners.com
View original content:https://www.prnewswire.com/news-releases/paramount-comments-on-warner-bros-discovery-boards-determination-that-paramount-proposal-could-reasonably-be-expected-to-lead-to-a-superior-proposal-302696430.htmlSOURCE Paramount Skydance Corporation
Original: PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY BOARD'S DETERMINATION THAT PARAMOUNT PROPOSAL COULD REASONABLY BE EXPECTED TO LEAD TO A SUPERIOR PROPOSAL
US Market News
4月前
Warner Bros. Discovery Board of Directors Determines Revised Proposal from Paramount Skydance Could Reasonably Be Expected to Lead to a "Company Superior Proposal"February 24, 2026 4:21 PM
PR Newswire (US)
WBD Will Continue to Engage with PSKY; Netflix Merger Agreement Remains in PlaceNEW YORK, Feb. 24, 2026 /PRNewswire/ -- Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or "WBD") (NASDAQ: WBD) today announced that its Board of Directors (the "Board"), consistent with its fiduciary duties and following consultation with its independent financial and legal advisors, has determined that the revised proposal from Paramount Skydance Corporation ("Paramount Skydance" or "PSKY") (NASDAQ: PSKY) could reasonably be expected to lead to a "Company Superior Proposal" as defined in WBD's merger agreement with Netflix, Inc. ("Netflix") (NASDAQ: NFLX) (the "Netflix Merger Agreement").The revised proposal includes an increased purchase price of $31.00 per WBD share in cash, plus a daily ticking fee equal to $0.25 per quarter beginning after September 30, 2026, as well as a $7 billion regulatory termination fee payable by PSKY in the event the transaction does not close due to regulatory matters, payment by PSKY of the $2.8 billion termination fee that WBD would be required to pay to Netflix to terminate the existing Netflix Merger Agreement, an obligation to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY's lending banks, and a "Company Material Adverse Effect" definition that excludes the performance of WBD's Global Linear Networks business. The Board has not made a determination as to whether the revised PSKY proposal is superior to the merger with Netflix. WBD will engage further with PSKY to determine if a proposal that constitutes a "Company Superior Proposal," as defined in the Netflix Merger Agreement, can be reached. In the event that the Board ultimately determines such a "Company Superior Proposal" has been received, Netflix will have four business days after such determination to negotiate with WBD and to propose any revisions to the Netflix transaction.There can be no assurance that the Board will conclude that the transaction proposed by PSKY is superior to the merger with Netflix or that any definitive agreement or transaction will result from WBD's discussions with PSKY. The Netflix Merger Agreement remains in effect, and the Board continues to recommend in favor of the Netflix transaction and is not withdrawing or modifying its recommendation.Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to Warner Bros. Discovery and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton LLP are serving as legal counsel.About Warner Bros. Discovery:
Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com.Important Information about the Tender Offer and Where to Find It
WBD has filed a solicitation/recommendation statement on Schedule 14D-9 with respect to the tender offer (the "tender offer") by a subsidiary of PSKY with the Securities and Exchange Commission (the "SEC"). INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE SOLICITATION/RECOMMENDATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE TENDER OFFER. Investors and security holders may obtain free copies of the solicitation/recommendation statement as well as other filings by WBD, without charge, at the SEC's website, https://www.sec.gov. In addition, free copies of documents filed with the SEC by WBD will be made available free of charge on WBD's investor relations website at https://ir.wbd.com.Important Information about the Transaction and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transaction between WBD and Netflix (the "proposed transaction"). In connection with the proposed transaction, WBD filed a definitive proxy statement (the "Proxy Statement") with the SEC. The Proxy Statement was first mailed to WBD stockholders on or around February 17, 2026. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement as well as other filings containing information about WBD and Netflix, without charge, at the SEC's website, https://www.sec.gov. Free copies of the Proxy Statement and each company's other filings with the SEC may also be obtained from the respective companies. Free copies of documents filed with the SEC by WBD will be made available on WBD's investor relations website at https://ir.wbd.com. Free copies of documents filed with the SEC by Netflix will be made available on Netflix's investor relations website at https://ir.netflix.net.Participants in the Solicitation
WBD and Netflix and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about the directors and executive officers of WBD is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, under the heading "Executive Officers of Warner Bros. Discovery, Inc.," and its definitive proxy statement filed with the SEC on April 23, 2025, under the heading "Proposal 1: Election of Directors." Information about the directors and executive officers of Netflix is set forth in its definitive proxy statement filed with the SEC on April 17, 2025, under the headings "Our Board of Directors" and "Our Company Executive Officers." Investors may obtain additional information regarding the interests of such participants by reading the Proxy Statement and other relevant materials regarding the proposed transaction when they become available.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 WBD and Netflix, constitute forward-looking statements. 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 proposed transaction, including future financial and operating results, the combined company's plans, objectives, expectations and intentions, statements about the tender offer and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the management of WBD and Netflix 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: (1) the completion of the proposed transaction may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the proposed transaction; (3) the risk that WBD stockholders may not approve the proposed transaction; (4) the risk that the necessary regulatory approvals for the proposed transaction may not be obtained or may be obtained subject to conditions that are not anticipated; (5) risks that any of the closing conditions to the proposed transaction may not be satisfied in a timely manner; (6) the final allocation of indebtedness between WBD and a newly formed subsidiary ("Discovery Global") in connection with the separation could cause a reduction to the consideration for the proposed transaction; (7) risks related to litigation brought in connection with the proposed transaction; (8) risks related to disruption of management time from ongoing business operations due to the proposed transaction; (9) effects of the announcement, pendency or completion of the proposed transaction on the ability of WBD to retain customers and retain and hire key personnel and maintain relationships with suppliers, distributors, advertisers, content providers, vendors and other business partners, and on its operating results and business generally; (10) negative effects of the announcement or the consummation of the proposed transaction on the market price of WBD common stock; (11) risks related to the potential impact of general economic, political and market factors on the companies or the proposed transaction; (12) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections, and inherent uncertainties involved in the estimates and judgments used to estimate the differences between WBD's Global Linear Networks segment results and the expected results of Discovery Global; (13) the risk that Discovery Global, as a new company that currently has no credit rating, will not have access to the capital markets on acceptable terms; (14) the risk that Discovery Global may be unable to achieve some or all of the benefits that WBD expects Discovery Global to achieve as an independent, publicly-traded company; (15) the risk that Discovery Global may be more susceptible to market fluctuations and other adverse events than it would have otherwise been while still a part of WBD; (16) the risk that Discovery Global will incur significant indebtedness in connection with the separation, and the degree to which it will be leveraged following completion of the separation may materially and adversely affect its business, financial condition and results of operations; (17) the ability to obtain or consummate financing or refinancing related to the proposed transaction or the separation upon acceptable terms or at all; (18) volatility or a decline in the market price for Discovery Global common stock following the separation; (19) uncertainties as to how many WBD stockholders will tender their shares in the tender offer; (20) the conditions to the completion of the tender offer, including the receipt of any required stockholder and regulatory approvals; (21) PSKY's ability to finance the tender offer and the indebtedness PSKY expects to incur in connection with the tender offer; (22) the possibility that PSKY may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate WBD's operations with those of PSKY, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the tender offer; (23) the possibility that WBD's discussions with PSKY may not lead to a superior proposal by PSKY; and (24) the response of WBD, Netflix or PSKY management to any of the aforementioned factors. Discussions of additional risks and uncertainties are contained in WBD's and Netflix's filings with the SEC, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the Proxy Statement filed by WBD in connection with the proposed transaction. Neither WBD nor Netflix 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, except to the extent required by applicable law. Persons reading this announcement are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
View original content:https://www.prnewswire.com/news-releases/warner-bros-discovery-board-of-directors-determines-revised-proposal-from-paramount-skydance-could-reasonably-be-expected-to-lead-to-a-company-superior-proposal-302696253.htmlSOURCE Warner Bros. Discovery, Inc.
Original: Warner Bros. Discovery Board of Directors Determines Revised Proposal from Paramount Skydance Could Reasonably Be Expected to Lead to a "Company Superior Proposal"
US Market News
4月前
PARAMOUNT CONFIRMS SUBMISSION OF REVISED PROPOSAL TO ACQUIRE WARNER BROS. DISCOVERYFebruary 24, 2026 9:10 AM
PR Newswire (US)
LOS ANGELES and NEW YORK, Feb. 24, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today confirmed it has submitted to the Board of Directors of Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") a revised proposal to acquire WBD. This submission follows a period of engagement with WBD after it received a seven-day waiver under its merger agreement with Netflix, Inc. (NASDAQ: NFLX) to engage with Paramount. The entry into a transaction with WBD would require the WBD Board to determine that Paramount's revised proposal is a "Company Superior Proposal" under its merger agreement with Netflix, the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement between Paramount and WBD.While the WBD Board of Directors considers Paramount's revised proposal, Paramount will continue to maintain its previously announced tender offer and its solicitation in opposition to the inferior Netflix merger.About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation is a leading, next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. Paramount's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America's most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Paramount TV, and Skydance's Animation, Film, Television, Interactive/Games, and Sports divisions. For more information, visit paramount.com.Cautionary Note Regarding Forward-Looking Statements
This communication contains both historical and forward-looking statements, including statements related to Paramount Skydance Corporation's ("Paramount") future financial results and performance, potential achievements, anticipated reporting segments and industry changes and developments. All statements that are not statements of historical fact are, or may be deemed to be, "forward-looking statements". Similarly, statements that describe Paramount's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect Paramount's current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others: the outcome of the tender offer by Paramount and Prince Sub Inc. (the "Tender Offer") to purchase for cash all of the outstanding Series A common stock of Warner Bros. Discovery, Inc. ("WBD") or any discussions between Paramount and WBD with respect to a possible transaction (including, without limitation, by means of the Tender Offer, the "Potential Transaction"), including the possibility that the Tender Offer will not be successful, that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; the conditions to the completion of the Potential Transaction or the previously announced transaction between WBD and Netflix, Inc. ("Netflix") pursuant to the Agreement and Plan of Merger, dated December 4, 2025 (as it may be amended or supplemented), among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the "Proposed Netflix Transaction"), including the receipt of any required stockholder and regulatory approvals for either transaction, the proposed financing for the Potential Transaction, the indebtedness Paramount expects to incur in connection with the Potential Transaction and the total indebtedness of the combined company; the possibility that Paramount may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate the operations of WBD with those of Paramount, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Potential Transaction; risks related to Paramount's streaming business; the adverse impact on Paramount's advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries, including cost increases; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount's decisions to make investments in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of Paramount's content; damage to Paramount's reputation or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; content infringement; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally, including tariffs and other changes in trade policies; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor disputes; the risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; volatility in the prices of Paramount's Class B Common Stock; potential conflicts of interest arising from Paramount's ownership structure with a controlling stockholder; and other factors described in Paramount's news releases and filings with the Securities and Exchange Commission (the "SEC"), including but not limited to Paramount's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that Paramount does not currently view as material or that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this report, and Paramount does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.Additional Information
This communication does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD, the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, and Paramount's intention to solicit proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting of WBD stockholders to be held to approve the Proposed Netflix Transaction (the "Netflix Merger Solicitation") and/or for use at the WBD annual meeting of stockholders. The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, the letter of transmittal and other related offer documents), filed with the SEC on December 8, 2025. These materials, as may be amended from time to time, contain important information, including the terms and conditions of the offer. Subject to future developments, Paramount (and, if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication is not a substitute for any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection with the Potential Transaction.Paramount, Prince Sub Inc. and the other participants in the Netflix Merger Solicitation have filed a preliminary proxy statement and the accompanying BLUE proxy card with the SEC on January 22, 2026 in connection with the Netflix Merger Solicitation (the "Special Meeting Preliminary Proxy Statement"). Paramount expects to file a definitive proxy statement and the accompanying proxy card with the SEC in connection with the Netflix Merger Solicitation and may file other proxy solicitation materials in connection therewith or the annual meeting of WBD stockholders, or other documents with the SEC.PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL MEETING PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATED TO THE PARTICIPANTS. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR.Participants in the Solicitation
The participants in the Netflix Merger Solicitation are expected to be Paramount, Prince Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird Capital Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the participants in the Netflix Merger Solicitation is available in the Special Meeting Preliminary Proxy Statement.PSKY-IRMedia Contacts:
Paramount
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.comBrunswick Group
ParamountSkydance@brunswickgroup.comGagnier Communications
Dan Gagnier
dg@gagnierfc.comInvestor Contacts:
Paramount
Kevin Creighton / Logan Thomas
kevin.creighton@paramount.com / logan.thomas @teena
Toll-Free: (844) 343-2621
info@okapipartners.com
View original content:https://www.prnewswire.com/news-releases/paramount-confirms-submission-of-revised-proposal-to-acquire-warner-bros-discovery-302695815.htmlSOURCE Paramount Skydance Corporation
Original: PARAMOUNT CONFIRMS SUBMISSION OF REVISED PROPOSAL TO ACQUIRE WARNER BROS. DISCOVERY
iHub News
4月前
AI disruption concerns and new Trump tariffs dominate market focus; key earnings ahead: Dow Jones, S&P, Nasdaq, Wall Street FuturesFebruary 24, 2026 5:15 AM
IH Market News
U.S. equity futures traded cautiously on Tuesday as investors weighed concerns over artificial intelligence–driven disruption while preparing for a busy week of corporate earnings. Sentiment was also shaped by the implementation of President Donald Trump’s new 10% global tariffs following a Supreme Court ruling that invalidated earlier emergency trade measures. Meanwhile, Paramount Skydance (NASDAQ:PSKY) has reportedly raised its takeover bid for Warner Bros Discovery (NASDAQ:WBD), and Home Depot (NYSE:HD) is set to release quarterly results later in the day.
Futures trade cautiously
Futures tied to major U.S. indices hovered close to unchanged levels as markets awaited earnings from several major companies, including AI heavyweight Nvidia (NASDAQ:NVDA).As of 03:03 ET, Dow futures were up 47 points, or 0.1%, S&P 500 futures gained 10 points, or 0.1%, and Nasdaq 100 futures rose 38 points, or 0.2%.Wall Street’s main indices declined in the previous session amid persistent concerns that emerging AI models could disrupt multiple industries. Analysts noted that the latest market weakness followed a report from Citrini Research outlining a severe hypothetical scenario in which AI adoption could trigger widespread white-collar job losses, weaken consumer spending, increase loan defaults and ultimately push the economy into contraction.Citrini emphasised that the analysis represented a “scenario, not a prediction,” but this clarification did little to calm investors already worried about pressure on mega-cap technology companies investing heavily in AI infrastructure.“As has been the case for weeks, AI is clearly a net negative for the equity market as hyperscalers get weighed down [free cash flow] fears while disruption worries eviscerate software and several other sectors,” analysts at Vital Knowledge wrote in a note.
Trump’s 10% tariffs take effect
President Trump’s latest global trade tariffs came into force at midnight Tuesday at a 10% rate after a Supreme Court decision last week struck down his so-called “reciprocal” tariffs.The new rate was communicated through the U.S. Customs and Border Protection messaging system and remains below the 15% level Trump had suggested following the ruling, which determined that his use of emergency economic powers to impose broad global surcharges was unlawful.Trump initially reinstated a universal 10% tariff following the decision and later threatened to raise the rate to 15%. According to Bloomberg News, the White House is now working toward issuing a formal order to increase tariffs to that higher level.These tariffs, introduced under Section 122 of the Trade Act of 1974, are scheduled to remain in place for 150 days, after which Congress will decide whether to extend or modify them.Uncertainty continues to surround the broader trade outlook, particularly regarding agreements negotiated before the court ruling. Responding to reports that some countries were reconsidering existing deals, Trump warned trading partners via social media not to “play games.”
Paramount reportedly raises bid for Warner Bros Discovery
Paramount Skydance (NASDAQ:PSKY) has submitted an improved offer for Warner Bros Discovery (NASDAQ:WBD), according to a Reuters report, as it attempts to persuade the media group to abandon its agreement with Netflix (NASDAQ:NFLX).Reuters, citing a source familiar with the discussions, said the revised proposal improves upon Paramount’s earlier $30-per-share offer, which valued Warner Bros at approximately $108.4 billion. Warner Bros had previously argued that the initial bid undervalued the company and granted Paramount a seven-day window — ending February 23 — to present an updated proposal.Netflix has separately agreed a deal valued at $27.75 per share in cash, equivalent to roughly $82.7 billion, covering Warner’s studios and streaming assets.Variety reported that Warner Bros is expected to review Paramount’s revised offer even as management continues to encourage shareholders to support the Netflix agreement.Control of Warner Bros’ intellectual property portfolio — including major franchises such as “Game of Thrones” and “Harry Potter” — remains central to the takeover contest.
Home Depot earnings due
Home Depot (NYSE:HD) is scheduled to publish its latest quarterly results before the opening bell on Tuesday.The home-improvement retailer previously issued cautious guidance for fiscal 2026, forecasting modest comparable sales growth and profit as demand for high-value renovation items remains subdued.During an investor day in December, chief financial officer Richard McPhail warned that consumer caution linked to cost-of-living pressures is expected to persist, noting there has not been “a catalyst or an inflection in housing activity.”High property prices and subdued hiring trends have contributed to uneven housing demand in the United States, despite signs of easing interest and mortgage rates.The company expects same-store sales growth in a range between flat and 2% for fiscal 2026, while adjusted earnings per share are projected to rise between flat and 4%, both below LSEG forecasts cited by Reuters.
Oil prices approach seven-month highs
Oil prices moved higher, trading near seven-month highs ahead of renewed nuclear negotiations between the United States and Iran later this week.Brent crude futures rose 0.2% to $71.28 per barrel, while U.S. West Texas Intermediate crude gained 0.3% to $66.51 per barrel. Both benchmarks are currently trading near levels last seen in early August 2025.The United States and Iran are expected to hold a third round of nuclear talks in Geneva on Thursday, amid increasing concerns about potential military escalation as Washington pushes for the termination of Iran’s nuclear programme.Warner Brothers Discovery stock priceHome Depot stock priceNvidia stock priceParamount Skydance stock priceNetflix stock price
Original: AI disruption concerns and new Trump tariffs dominate market focus; key earnings ahead: Dow Jones, S&P, Nasdaq, Wall Street Futures
iHub News
4月前
Exclusive: Netflix has financial firepower to sweeten Warner Bros bid if rivalry intensifies, sources sayFebruary 20, 2026 5:59 AM
IH Market News
Netflix (NASDAQ:NFLX) has significant cash reserves and retains the flexibility to raise its offer for Warner Bros Discovery (NASDAQ:WBD) should rival bidder Paramount Skydance improve its proposal, according to two people familiar with the situation.The streaming heavyweight and the rival studio have been engaged in a high-stakes contest for Warner Bros and its vast content library, which includes blockbuster franchises such as “Harry Potter”, “Game of Thrones”, DC Comics and Superman.While Warner Bros is proceeding with a March 20 shareholder vote on Netflix’s proposal, the company has granted Paramount a one-week window to submit a more attractive bid.Netflix has offered $27.75 per share — valuing Warner Bros’ studio and streaming operations at roughly $82.7 billion — whereas Paramount has proposed $30 per share, or about $108.4 billion, for the entire company, including Discovery Global, which owns networks such as CNN and HGTV.Both Netflix and Warner Bros declined to comment.The company behind “Stranger Things” is said to have substantial financial capacity to escalate its bid if necessary, with approximately $9.03 billion in cash and cash equivalents on its balance sheet as of December 31.
Monday deadline looms
Earlier this week, Warner Bros turned down Paramount’s latest hostile approach but invited the competing bidder to submit a “best and final” offer by the end of Monday. Paramount had reportedly drawn the board into discussions after informally floating a $31-per-share proposal.“Netflix still looks to be in the driving seat, but that can quickly shift,” said Matt Britzman, senior equity analyst at Hargreaves Lansdown. “Price will likely be the deciding factor — Warner’s concerns around funding and regulatory risk are real, but at a high enough number, they become secondary.”Britzman added that he expects Netflix would respond to any enhanced bid from Paramount. “But the real twist is that these deals were never apples to apples, and it may ultimately come down to how much value the board and shareholders assign to the network business that Netflix would leave behind,” he said.Paramount, for its part, confirmed it will continue pursuing its tender offer for Warner Bros, oppose what it described as the “inferior” Netflix transaction, and move ahead with plans to nominate directors at the company’s upcoming annual meeting.Attention now turns to whether the CBS parent company will increase its offer, which Netflix would have the right to match under the existing merger agreement, according to Warner Bros.In a letter to Paramount’s board on Tuesday, Warner Bros Chairman Samuel DiPiazza Jr. and CEO David Zaslav wrote that “we continue to recommend and remain fully committed to our transaction with Netflix”.
Board reservations persist
Paren Knadjian, partner at Eisner Advisory Group, said Paramount’s continued pursuit indicates confidence it can ultimately prevail.“Board level concerns around financing structure, timing and regulatory approval meaningfully detract from the attractiveness of Paramount’s proposal, irrespective of headline valuation,” he said.Last week, Paramount proposed offering Warner Bros shareholders additional cash payments for each quarter that the deal fails to close beyond this year, and pledged to cover the $2.8 billion breakup fee Warner Bros would owe Netflix if it exited their agreement. However, Warner Bros said the revised terms still fell short of qualifying as a superior proposal in the eyes of its board.In its letter, the board highlighted several unresolved issues within Paramount’s offer, including who would bear responsibility for a potential $1.5 billion junior lien financing fee, how the transaction would proceed if debt financing were not secured, and whether equity funding led by Larry Ellison was fully committed.Netflix stock priceWarner Brothers Discovery stock price
Original: Exclusive: Netflix has financial firepower to sweeten Warner Bros bid if rivalry intensifies, sources say
US Market News
4月前
WBD Files Definitive Proxy Statement and Schedules Special Meeting for March 20, 2026, to Approve the WBD-Netflix TransactionFebruary 17, 2026 7:09 AM
PR Newswire (US)
The WBD-Netflix Transaction Delivers Incredible Value and Certainty to WBD Stockholders with Clear Path to Timely Regulatory ApprovalNetflix is the Superior Deal and the Only Deal Before WBD Stockholders Together WBD and Netflix will Protect U.S. Jobs, Bring Great Value to Consumers and Assure Growth of the Broader Entertainment IndustryA PSKY transaction does not have an easier or faster path to regulatory approval and PSKY's financing challenges and rapid deleveraging plans pose tremendous risk to the entertainment industryHOLLYWOOD, Calif., Feb. 17, 2026 /PRNewswire/ -- Netflix, Inc. today issued the following statement regarding its fully financed definitive agreement with Warner Bros. Discovery, Inc. (WBD) to acquire Warner Bros., including its film and television studios, HBO Max and HBO:
Today marks another important milestone for our transaction with WBD. WBD has filed and commenced the mailing of its definitive proxy statement for the special meeting to be held on March 20, 2026, to approve our Board-recommended transaction and superior offer.Throughout the robust and highly competitive strategic review process, Netflix has consistently taken a constructive, responsive approach with WBD, in stark contrast to Paramount Skydance (PSKY). While we are confident that our transaction provides superior value and certainty, we recognize the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY's antics. Accordingly, we granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matter.This does not change the fact that we have the only signed, board-recommended agreement with WBD, and ours is the only certain path to delivering value to WBD's stockholders. In its press release today, WBD reaffirmed its recommendation that WBD stockholders vote to approve the Netflix transaction at WBD's special meeting.Together, Netflix and Warner Bros. will deliver more choice and greater value to audiences worldwide with expanded access to exceptional films and series – both at home and in theaters. Our transaction also expands production capacity and increases investment in original content, leading to long-term job creation. The Netflix transaction is centered on growth, opportunity, and a reinforced commitment to creating world-class films and television – not consolidation and layoffs.Netflix is confident that our transaction, a largely vertical merger of complementary assets, has a clear path to timely regulatory approval. Netflix and WBD have each submitted their Hart-Scott-Rodino (HSR) filings and are engaged constructively with competition authorities across the world, including the U.S. Department of Justice (DOJ), state Attorneys General, the European Commission, and the U.K. Competition and Markets Authority (CMA). Netflix and WBD are driving the regulatory process forward — collaboratively and constructively and focused on a clear path to closing.By contrast, PSKY has repeatedly mischaracterized the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world. WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval – it does not.PSKY is also quick to publicize routine checkpoints to exaggerate "progress." For example, PSKY cited securing German FDI clearance on January 27, 2026, as evidence of their "regulatory certainty." In fact, Netflix received German FDI clearance on the very same day. Separately, the foreign funding behind PSKY's bid is already raising serious national security concerns. We expect government reviewers globally, including CFIUS and Team Telecom in the U.S., as well as European authorities, to scrutinize the Middle Eastern investors in PSKY's consortium and to be skeptical of claims that they are purely passive investors.In reality, PSKY is far from obtaining all of the regulatory clearances required. Enforcers will focus on the impact of PSKY's proposal on competition, job losses, reduced output, and downward pressure on wages for film and television workers. PSKY's offer results in significant horizontal overlaps that will concern antitrust enforcers globally by combining:two of the five major Hollywood studios,two major theatrical distribution channels,two of the major TV studios,two major news networks, andtwo major sports distributors.Beyond their regulatory hurdles, PSKY's aggressive financing package, rapid deleveraging plans, and performance track record pose tremendous risks to both the completion of their proposed deal and the industry. PSKY has promised to rapidly de-lever following its proposed transaction which can only be achieved through unprecedented job cuts (on top of the previous PSKY layoffs):Post-merger, PSKY would be over-leveraged with approximately $84 billion of total proforma debt — the largest proposed leveraged buyout in history — and an estimated ~7x leverage ratio (Debt / 2026 LTM EBITDA).PSKY has promised its concerned investors that it "will be below, call it, at closing with accounting for synergies around 4x. And [will] de-lever quickly to below 3x and almost 2x over the convening 2 years to 2.5 years."1This means PSKY would need to realize ~$16 billion of cost savings in order to meet the midpoint of its leverage target range, far in excess of the $6+ billion synergy figure PSKY has publicly communicated2.The only way to achieve this would be through greater, even deeper job cuts that would irreparably harm the entertainment industry.PSKY is already undershooting its financial projections. Based on their most recent published "Adjusted OIBDA" guidance for 2026, they have underperformed their initial Paramount acquisition business plan by 15%3, which could mean even more cost cuts.This extraordinary execution risk and track record of operational underperformance could impact PSKY's ability to fund and close a transaction.A business plan that is dependent upon $16 billion in cost savings should be an unmistakable red flag for regulators, policymakers, union leaders and creatives.Netflix's strong cash flow generation supports our all-cash transaction structure while preserving a healthy balance sheet and flexibility to capitalize on future strategic priorities. A combined Netflix and Warner Bros. will strengthen the entertainment industry, preserve choice and value for consumers, and give creators more opportunities. WBD Stockholders — your vote is crucial. Vote FOR the Netflix and Warner Bros. deal at votewbdnetflix.com. A dedicated website providing ongoing information and resources about the transaction is available at netflixwbtogether.com. About Netflix, Inc.
Netflix (NASDAQ:NFLX) is one of the world's leading entertainment services offering TV series, films, games and live programming across a wide variety of genres and languages. Members can play, pause and resume watching as much as they want, anytime, anywhere, and can change their plans at any time.Important Information and Where to Find It
In connection with the proposed transaction between Netflix and WBD, WBD filed a definitive proxy statement on Schedule 14A (the "Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC"). The Proxy Statement was first mailed to WBD stockholders on or around February 17, 2026. Each of Netflix and WBD may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Netflix or WBD may file with the SEC or mail to WBD's stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NETFLIX AND WBD ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING NETFLIX, WBD, THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement as well as other filings containing information about Netflix and WBD, without charge, at the SEC's website, https://www.sec.gov. The documents filed by Netflix with the SEC also may be obtained free of charge at Netflix's website at https://ir.netflix.net/home/default.aspx. The documents filed by WBD with the SEC also may be obtained free of charge at WBD's website at https://ir.wbd.com.Participants in the Solicitation
Netflix, WBD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WBD in connection with the proposed transaction under the rules of the SEC. Information about the interests of the directors and executive officers of WBD and other persons who may be deemed to be participants in the solicitation of stockholders of WBD in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Proxy Statement, which has been filed by WBD with the SEC. Information about WBD's directors and executive officers is set forth in WBD's proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 23, 2025, WBD's Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent filings with the SEC. Information about Netflix's directors and executive officers is set forth in Netflix's proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 17, 2025, and any subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement regarding the proposed transaction. Free copies of these documents may be obtained as described above.Cautionary Statement Regarding Forward-Looking Statements
This document contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Netflix's and WBD's current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management's beliefs and certain assumptions made by Netflix and WBD, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "could," "seek," "see," "will," "may," "would," "might," "potentially," "estimate," "continue," "expect," "target," similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, completing the separation of WBD's Discovery Global business ("Discovery Global") and Warner Bros. business, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of WBD's and Netflix's businesses and other conditions to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Netflix and WBD; (iii) Netflix's and WBD's ability to implement their business strategies; (iv) consumer viewing trends; (v) potential litigation relating to the proposed transaction that could be instituted against Netflix, WBD or their respective directors; (vi) the risk that disruptions from the proposed transaction will harm Netflix's or WBD's business, including current plans and operations; (vii) the ability of Netflix or WBD to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Netflix's common stock; (x) legislative, regulatory and economic developments affecting Netflix's and WBD's businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Netflix and WBD operate; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Netflix's or WBD's financial performance; (xiv) restrictions during the pendency of the proposed transaction that may impact Netflix's or WBD's ability to pursue certain business opportunities or strategic transactions; (xv) failure to receive the approval of the stockholders of WBD; (xvi) the final allocation of indebtedness between WBD and Discovery Global in connection with the separation could cause a reduction to the consideration for the proposed transaction; (xvii) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections, and inherent uncertainties involved in the estimates and judgments used to estimate the differences between WBD's Global Linear Networks segment results and the expected results of Discovery Global; and (xviii) volatility or a decline in the market price for Discovery Global common stock following the separation. Discussions of additional risks and uncertainties are contained in Netflix's and WBD's filings with the SEC, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the Proxy Statement filed by WBD in connection with the proposed transaction. While the list of factors presented here and in the Proxy Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Netflix's or WBD's consolidated financial condition, results of operations or liquidity. Neither Netflix nor WBD assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.1 Paramount Skydance Corporation M&A Call on 12/08/2025
2 Paramount Skydance 12/08/2025 Press Release
3 Creating a Next Generation Leading Entertainment Company and PSKY Q3'25 Shareholder Letter.Logo - https://mma.prnewswire.com/media/133154/netflix__inc__logo.jpg
View original content:https://www.prnewswire.co.uk/news-releases/wbd-files-definitive-proxy-statement-and-schedules-special-meeting-for-march-20-2026-to-approve-the-wbd-netflix-transaction-302689461.html
Original: WBD Files Definitive Proxy Statement and Schedules Special Meeting for March 20, 2026, to Approve the WBD-Netflix Transaction
iHub News
4月前
Holiday week brings fresh data, earnings and renewed U.S.–Iran talks to the fore: Dow Jones, S&P, Nasdaq, Wall Street FuturesFebruary 16, 2026 5:40 AM
IH Market News
Markets are heading into a shortened trading week packed with economic releases and major corporate earnings, while geopolitical developments between Washington and Tehran are keeping energy traders alert. Oil prices are holding in a narrow range ahead of new nuclear talks in Switzerland, Warner Bros. Discovery is reportedly reassessing a takeover proposal, and both gold and Bitcoin are under pressure.
U.S. markets shut for holiday
Wall Street is closed Monday for a public holiday, but investors are bracing for a busy schedule later in the week featuring key inflation data and high-profile earnings.On Friday, U.S. indices finished mixed. Traders weighed January inflation figures that showed price pressures easing more than expected, strengthening expectations that the Federal Reserve could bring forward its next rate cut to as early as June. Earlier in the week, however, a robust labor market report had fueled speculation that policymakers — who reduced rates several times in 2025 — might delay further easing until the second half of the year.The Nasdaq Composite remained under strain, reflecting persistent concerns about disruption in technology and communication services from the rapid development of new artificial intelligence models. Questions around competitive pressures and the timeline for returns on heavy AI infrastructure spending by mega-cap firms weighed on sentiment.Attention now shifts to Friday’s release of the U.S. personal consumption expenditures (PCE) price index for December, closely watched by Fed officials as a key inflation gauge. An advance estimate of fourth-quarter U.S. GDP is also due the same day.Earnings season continues, with results expected from companies including Walmart Inc. (NYSE:WMT), Palo Alto Networks (NASDAQ:PANW), Analog Devices (NASDAQ:ADI) and Booking Holdings (NASDAQ:BKNG).
Washington and Tehran to meet again
The U.S. and Iran are scheduled to hold a second round of nuclear negotiations in Switzerland this week, following renewed dialogue earlier in February.The diplomatic push comes alongside heightened tensions, with Washington deploying additional military assets to the Middle East and signaling readiness for further action should talks falter. President Donald Trump has repeatedly urged Tehran to accept an agreement or risk facing increased military pressure.Over the weekend, Iranian officials indicated a willingness to compromise on aspects of their nuclear program in exchange for relief from U.S. sanctions, adding that the next move rests with Washington.“[T]here is still a large risk premium priced into the market given the uncertainty over how the situation between the U.S. and Iran evolves,” analysts at ING said in a note.Oil markets were largely steady in European trading, with volumes dampened by holidays in China and the U.S. Weak Japanese growth data also raised concerns about global demand. Brent crude for April delivery was little changed at $67.72 per barrel.
Warner Bros. revisits takeover discussions – report
Separately, media reports suggest fresh developments in the ongoing takeover saga involving Warner Bros. Discovery (NASDAQ:WBD).According to Bloomberg, Warner Bros. is considering reopening negotiations with Paramount Skydance (NASDAQ:PSKY) after David Ellison’s group enhanced its hostile bid. Board members are reportedly evaluating whether Paramount’s proposal may be more attractive than an alternative offer from Netflix Inc. (NASDAQ:NFLX).Last week, Paramount pledged to increase the cash component payable to Warner Bros. shareholders for each quarter a deal remains unresolved in 2026 and to cover any penalties tied to breaking Warner’s current agreement with Netflix. However, the base offer of $30 per share was left unchanged.
Gold retreats
Gold prices slipped in European trading as the U.S. dollar stabilized following recent inflation data. Precious metals have been volatile in recent weeks, remaining below late-January highs.Spot gold declined 0.9% to $4,998.69 per ounce, while April gold futures fell 0.6% to $5,018.69. Although both gold and silver gained last week on dip-buying and dollar softness, geopolitical tensions have continued to support safe-haven demand.
Bitcoin extends slide
Bitcoin (COIN:BTCUSD) also moved lower, marking a fourth consecutive week of steep losses across cryptocurrency markets.The world’s largest digital asset retreated after briefly touching $70,000 over the weekend, falling 3.1% to $68,624.6. Bitcoin has now erased roughly half its value since reaching a record high near $126,000 in October.Meanwhile, Strategy (NASDAQ:MSTR), the largest corporate holder of Bitcoin, stated it could manage its debt obligations even if Bitcoin dropped as low as $8,000. In a social media post, the company said it can “withstand a drawdown in $BTC price to $8K and still have sufficient assets to fully cover our debt.”Strategy currently holds 714,644 Bitcoin, financed through a combination of equity issuance and long-term debt.Walmart stock pricePalo Alto stock priceAnalog Devices stock priceBooking Holdings stock priceWarner Brothers Discovery stock priceParamount Skydance stock priceNetflix stock price
Original: Holiday week brings fresh data, earnings and renewed U.S.–Iran talks to the fore: Dow Jones, S&P, Nasdaq, Wall Street Futures
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