Warner Bros. Discovery Inc. (NASDAQ:WBD) shares are trading higher Tuesday after the company set a March 20 special shareholder meeting to vote on its proposed merger with Netflix Inc. (NASDAQ:NFLX) and said it will initiate discussions with Paramount Skydance Corp. (NASDAQ:PSKY) regarding a potential "best and final offer."
Warner Bros Confirms Vote Date, Opens Door To Superior Proposal
Warner Bros said shareholders will vote on the Netflix transaction at 8:00 a.m. ET on March 20. The company has begun mailing its definitive proxy materials. The board reaffirmed its unanimous recommendation that shareholders approve the Netflix deal.
In addition, Warner Bros disclosed that Netflix granted a limited seven-day waiver under the merger agreement, allowing Warner Bros to engage with Paramount through Feb. 23 to clarify outstanding issues in Paramount's amended proposal and provide Paramount the opportunity to submit its "best and final" offer. Netflix maintains its contractual matching rights.
Warner Bros said a senior representative of Paramount previously indicated the company would agree to pay $31 per share if discussions were authorized and that $31 was not its "best and final" proposal, though those terms were not reflected in Paramount's latest proposed merger agreement.
Paramount has been pursuing Warner Bros with a $30 per share all-cash tender offer and has publicly argued its proposal offers greater certainty than Netflix's sliding-scale merger consideration, which Warner Bros disclosed ranges from $21.23 to $27.75 per share in cash depending on debt levels at separation.
Warner Bros emphasized that its board has not determined Paramount's proposal is reasonably likely to result in a superior transaction and reiterated its unanimous recommendation that shareholders vote for the Netflix merger.
Warner Bros Shares Rise
WBD Price Action: At the time of writing, Warner Bros shares are trading 2.39% higher at $28.66, according to data from Benzinga Pro.
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