Warner Bros Says Revised Proposal From Paramount Could Be Considered Superior

Feb 24 (Reuters) - Warner Bros WBD.O:

• WARNER BROS. DISCOVERY BOARD OF DIRECTORS DETERMINES REVISED PROPOSAL FROM PARAMOUNT SKYDANCE COULD REASONABLY BE EXPECTED TO LEAD TO A "COMPANY SUPERIOR PROPOSAL"

• NETFLIX MERGER AGREEMENT REMAINS IN PLACE

• WBD WILL CONTINUE TO ENGAGE WITH PSKY; NETFLIX MERGER AGREEMENT REMAINS IN PLACE

• REVISED PROPOSAL INCLUDES AN INCREASED PURCHASE PRICE OF $31.00 PER WBD SHARE IN CASH

• REVISED PROPOSAL INCLUDES DAILY TICKING FEE EQUAL TO $0.25 PER QUARTER BEGINNING AFTER SEPTEMBER 30, 2026

• $7 BILLION REGULATORY TERMINATION FEE PAYABLE BY PSKY IN EVENT TRANSACTION DOES NOT CLOSE DUE TO REGULATORY MATTERS

• BOARD HAS NOT MADE A DETERMINATION AS TO WHETHER REVISED PSKY PROPOSAL IS SUPERIOR TO MERGER WITH NETFLIX

• BOARD CONTINUES TO RECOMMEND IN FAVOR OF NETFLIX TRANSACTION AND IS NOT WITHDRAWING OR MODIFYING ITS RECOMMENDATION

• PAYMENT BY PSKY OF $2.8 BILLION TERMINATION FEE THAT WBD WOULD BE REQUIRED TO PAY TO NETFLIX TO TERMINATE EXISTING NETFLIX MERGER

• IF BOARD DETERMINES "SUPERIOR PROPOSAL" HAS BEEN RECEIVED, NETFLIX WILL HAVE 4 DAYS TO NEGOTIATE WITH CO & PROPOSE REVISIONS TO NETFLIX DEAL