Warner Bros. Discovery to Hold Special Shareholder Meeting on March 20, 2026
Warner Bros. Discovery (WBD) announced that it will hold the Special Meeting of Shareholders to vote on the merger with Netflix (NFLX) on March 20, 2026 at 8:00 a.m. Eastern Time and the commencement of mailing of the definitive proxy statement to shareholders in connection with the Special Meeting. WBD also announced today that Netflix has provided WBD a limited waiver under the terms of WBD's merger agreement with Netflix, permitting WBD to engage in discussions with Paramount Skydance (PSKY) for a seven-day period ending on February 23, 2026 to seek clarity for WBD stockholders and provide PSKY the ability to make its best and final offer. During this period, WBD will engage with PSKY to discuss the deficiencies that remain unresolved and clarify certain terms of PSKY's proposed merger agreement. Netflix retains its matching rights as defined by the merger agreement. The WBD Board of Directors continues to unanimously recommend in favor of the Netflix merger. The WBD Board also unanimously recommends that shareholders reject the PSKY offer. Following receipt of PSKY's latest amended offer, a senior representative for PSKY informed a WBD Board member that, if the WBD Board authorized discussions, PSKY would agree to pay $31 per share and that the offer was not PSKY's "best and final" proposal. This price, along with several other matters that PSKY stated it would address in its February 10 letter, are not reflected in the latest merger agreement that PSKY proposed. To provide specific clarity in this regard, WBD has today sent PSKY a letter, included below, setting out the key issues yet to be addressed by PSKY, along with drafts of full transaction agreements for PSKY to confirm the terms of its offer. "Throughout the entire process, our sole focus has been on maximizing value and certainty for WBD shareholders," said David Zaslav, President and CEO of Warner Bros. Discovery. "Every step of the way, we have provided PSKY with clear direction on the deficiencies in their offers and opportunities to address them. We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders through their best and final offer." Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors added, "As announced today, we continue to believe the Netflix merger is in the best interests of WBD shareholders due to the tremendous value it provides, our clear path to achieve regulatory approval and the transaction's protections for shareholders against downside risk. With Netflix, we will create a brighter future for the entertainment industry - providing consumers with more choice, creating and protecting jobs and expanding U.S. production capacity while increasing investments to drive the long-term growth of our industry."
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Warner Bros. Sets Shareholder Vote Date for Netflix Merger
- Shareholder Vote Arrangement: Warner Bros. has confirmed a special shareholder meeting on March 20 at 8:00 AM to vote on the merger proposal with Netflix, demonstrating the company's strong confidence in the merger and aiming to accelerate shareholder support for the transaction.
- Negotiations with Paramount: Warner Bros. has initiated discussions with Paramount Skydance regarding a potential 'best and final offer', indicating the company's flexibility in its M&A strategy, which could lead to higher returns for shareholders.
- Stock Price Increase: Following the announcement, Warner Bros. shares rose by 2.39% to $28.66, reflecting market optimism about the merger prospects and potentially attracting more investor interest in the stock.
- Merger Terms Analysis: Warner Bros. emphasized that despite Paramount's $30 per share cash offer, its board has not determined that this proposal is likely to result in a superior transaction, reiterating its support for the Netflix merger, which showcases confidence in the deal's potential benefits.
Market Dynamics and Investment Opportunities Analysis
- Tech Stock Pressure: Selling pressure in the Nasdaq is expected to exceed that of the S&P 500 due to ongoing fears of AI disruption, indicating a cautious market sentiment that may impact the short-term performance of tech companies.
- Norwegian Cruise Investment: Activist investor Elliott Investment Management has acquired over a 10% stake in Norwegian Cruise Line, aiming to turnaround the underperforming operator, which has led to a more than 6% increase in share price, reflecting market confidence in its restructuring potential.
- Energy Stock Upgrade: Melius upgraded Chevron from hold to buy, raising its price target from $162 to $205, as analysts believe the global energy company is well-positioned for growth, particularly due to developments in Venezuela.
- Apple Product Launch: Apple has invited press members to a
NETFLIX STOCK FALLS 1.5% AS WARNER BROS TURNS DOWN REVISED PARAMOUNT OFFER, YET IS WILLING TO CONSIDER A FINAL PROPOSAL
Netflix Shares Decline: Netflix shares fell by 1.5% following news of Warner Bros. rejecting a revised bid from Paramount.
Warner Bros. Decision: The rejection of the bid indicates ongoing negotiations and potential changes in the media landscape.
Paramount's Position: Despite the rejection, Paramount remains open to a final offer, suggesting that discussions may continue.
Market Reactions: The stock market's response reflects investor concerns about the implications of these negotiations on Netflix and its competitors.
Warner Bros. Rejects Paramount's Latest Offer, Seeks Higher Bid
- Deadline Set: Warner Bros. Discovery has given Paramount Skydance seven days to present their 'best and final offer,' indicating urgency in negotiations and a strong expectation for a higher bid.
- Offer Details Revealed: Warner Bros. stated that Paramount's latest offer stands at $31 per share, yet unresolved issues remain, prompting further discussions to clarify terms and potentially advance the deal.
- Regulatory Fee Impact: Paramount's latest proposal includes a 'ticking fee' of up to $650 million each quarter post-2026 if regulatory approvals are delayed, which could negatively affect the deal's attractiveness and investor confidence.
- Shareholder Meeting Scheduled: Warner Bros. has scheduled a special meeting for March 20 to vote on the transaction with Netflix, reflecting the company's strategic planning and timeline in the merger negotiations.
Latest Ratings and Outlook from Wall Street
- Nvidia Rating Reaffirmed: Citi reiterates Nvidia as a buy, anticipating the stock will outperform in the second half of 2026 as demand visibility extends into 2027, recommending investors add to their positions given attractive valuations.
- Toast Upgraded to Outperform: Bernstein upgrades Toast from market perform to outperform, noting that despite a 26% year-to-date decline, the restaurant tech company is positioned as an AI winner, suggesting a positive outlook.
- Carvana Maintains Overweight Rating: JPMorgan reiterates Carvana as overweight, asserting that fears surrounding AI are overblown, with the company's vertically integrated infrastructure providing a unique competitive moat to leverage AI effectively.
- Melco Upgraded to Buy: UBS upgrades Melco from neutral to buy, highlighting that despite a 27% year-to-date decline, enhancements at its City of Dreams in Macau are expected to offset margin pressures and branding fee increases in 2026.
Warner Bros. Rejects Paramount's Takeover Bid
- Takeover Bid Rejected: Warner Bros. Discovery has rejected the hostile takeover bid from Paramount Skydance, giving the company until February 23 to submit its best and final offer, demonstrating Warner's firm stance on the existing merger agreement.
- Positive Stock Reaction: In pre-market trading on Tuesday, shares of Warner Bros. Discovery and Paramount both rose by 2.72%, while Netflix's stock increased by 0.70%, reflecting market optimism and attention towards the acquisition dynamics.
- Paramount's Price Strategy: Paramount's informal proposal of a $31 per share price has piqued the interest of Warner's board, although Warner's Chairman and CEO emphasized that this proposal is not deemed superior to the merger agreement with Netflix, showcasing Warner's commitment to the Netflix deal.
- Competitive Merger Agreement: Warner reiterated its merger agreement with Netflix, indicating that Netflix remains the primary competitor amid Paramount's acquisition attempts, and future merger dynamics could significantly impact the industry landscape.
Warner Bros. Sets Shareholder Vote Date for Netflix Merger
- Shareholder Vote Arrangement: Warner Bros. has confirmed a special shareholder meeting on March 20 at 8:00 AM to vote on the merger proposal with Netflix, demonstrating the company's strong confidence in the merger and aiming to accelerate shareholder support for the transaction.
- Negotiations with Paramount: Warner Bros. has initiated discussions with Paramount Skydance regarding a potential 'best and final offer', indicating the company's flexibility in its M&A strategy, which could lead to higher returns for shareholders.
- Stock Price Increase: Following the announcement, Warner Bros. shares rose by 2.39% to $28.66, reflecting market optimism about the merger prospects and potentially attracting more investor interest in the stock.
- Merger Terms Analysis: Warner Bros. emphasized that despite Paramount's $30 per share cash offer, its board has not determined that this proposal is likely to result in a superior transaction, reiterating its support for the Netflix merger, which showcases confidence in the deal's potential benefits.
Market Dynamics and Investment Opportunities Analysis
- Tech Stock Pressure: Selling pressure in the Nasdaq is expected to exceed that of the S&P 500 due to ongoing fears of AI disruption, indicating a cautious market sentiment that may impact the short-term performance of tech companies.
- Norwegian Cruise Investment: Activist investor Elliott Investment Management has acquired over a 10% stake in Norwegian Cruise Line, aiming to turnaround the underperforming operator, which has led to a more than 6% increase in share price, reflecting market confidence in its restructuring potential.
- Energy Stock Upgrade: Melius upgraded Chevron from hold to buy, raising its price target from $162 to $205, as analysts believe the global energy company is well-positioned for growth, particularly due to developments in Venezuela.
- Apple Product Launch: Apple has invited press members to a
NETFLIX STOCK FALLS 1.5% AS WARNER BROS TURNS DOWN REVISED PARAMOUNT OFFER, YET IS WILLING TO CONSIDER A FINAL PROPOSAL
Netflix Shares Decline: Netflix shares fell by 1.5% following news of Warner Bros. rejecting a revised bid from Paramount.
Warner Bros. Decision: The rejection of the bid indicates ongoing negotiations and potential changes in the media landscape.
Paramount's Position: Despite the rejection, Paramount remains open to a final offer, suggesting that discussions may continue.
Market Reactions: The stock market's response reflects investor concerns about the implications of these negotiations on Netflix and its competitors.
Warner Bros. Rejects Paramount's Latest Offer, Seeks Higher Bid
- Deadline Set: Warner Bros. Discovery has given Paramount Skydance seven days to present their 'best and final offer,' indicating urgency in negotiations and a strong expectation for a higher bid.
- Offer Details Revealed: Warner Bros. stated that Paramount's latest offer stands at $31 per share, yet unresolved issues remain, prompting further discussions to clarify terms and potentially advance the deal.
- Regulatory Fee Impact: Paramount's latest proposal includes a 'ticking fee' of up to $650 million each quarter post-2026 if regulatory approvals are delayed, which could negatively affect the deal's attractiveness and investor confidence.
- Shareholder Meeting Scheduled: Warner Bros. has scheduled a special meeting for March 20 to vote on the transaction with Netflix, reflecting the company's strategic planning and timeline in the merger negotiations.
Latest Ratings and Outlook from Wall Street
- Nvidia Rating Reaffirmed: Citi reiterates Nvidia as a buy, anticipating the stock will outperform in the second half of 2026 as demand visibility extends into 2027, recommending investors add to their positions given attractive valuations.
- Toast Upgraded to Outperform: Bernstein upgrades Toast from market perform to outperform, noting that despite a 26% year-to-date decline, the restaurant tech company is positioned as an AI winner, suggesting a positive outlook.
- Carvana Maintains Overweight Rating: JPMorgan reiterates Carvana as overweight, asserting that fears surrounding AI are overblown, with the company's vertically integrated infrastructure providing a unique competitive moat to leverage AI effectively.
- Melco Upgraded to Buy: UBS upgrades Melco from neutral to buy, highlighting that despite a 27% year-to-date decline, enhancements at its City of Dreams in Macau are expected to offset margin pressures and branding fee increases in 2026.
Warner Bros. Rejects Paramount's Takeover Bid
- Takeover Bid Rejected: Warner Bros. Discovery has rejected the hostile takeover bid from Paramount Skydance, giving the company until February 23 to submit its best and final offer, demonstrating Warner's firm stance on the existing merger agreement.
- Positive Stock Reaction: In pre-market trading on Tuesday, shares of Warner Bros. Discovery and Paramount both rose by 2.72%, while Netflix's stock increased by 0.70%, reflecting market optimism and attention towards the acquisition dynamics.
- Paramount's Price Strategy: Paramount's informal proposal of a $31 per share price has piqued the interest of Warner's board, although Warner's Chairman and CEO emphasized that this proposal is not deemed superior to the merger agreement with Netflix, showcasing Warner's commitment to the Netflix deal.
- Competitive Merger Agreement: Warner reiterated its merger agreement with Netflix, indicating that Netflix remains the primary competitor amid Paramount's acquisition attempts, and future merger dynamics could significantly impact the industry landscape.
