11 MAR 2022

Discovery Stockholders approve a merger with WarnerMedia

The acquisition is expected to close early in the second quarter of 2022, subject to other customary closing conditions, with Discovery Chief Executive David Zaslav leading the new Warner Brothers Discovery.

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Discovery has confirmed that the company's stockholders have approved various matters relating to the acquisition of WarnerMedia from AT&T to create Warner Bros. Discovery, Inc., a premier, global entertainment company. The transaction will bring together WarnerMedia's premium entertainment, sports, and news assets with Discovery's leading nonfiction and international entertainment and sports businesses.

At the Special Meeting of Discovery Stockholders held earlier on Friday, based on estimated preliminary voting results, Discovery stockholders voted to approve the charter amendment proposals, share issuance proposal, and the advisory (non-binding) compensation proposal. The approvals mark the completion of one of the few remaining closing conditions for the merger. These preliminary voting results will be updated by filing a Current Report on Form 8-K to reflect the final certification of results from the Inspector of Election. With the shareholder vote out of the way, only a few more steps remain before closing the deal. Discovery will continue raising more than $30 billion of debt for the new company. AT&T, which currently owns WarnerMedia, will need several more weeks to finish spinning off its entertainment division.

The acquisition is expected to close early in the second quarter of 2022, subject to other customary closing conditions, with Discovery Chief Executive David Zaslav leading the new Warner Brothers Discovery. The Boards of Directors of both AT&T and Discovery have approved the transaction. The merger cleared a regulatory hurdle in February, making possible Friday’s shareholder vote, which had been widely expected to pass. John Malone, the billionaire chairman of Liberty Media, and the Newhouse family, which owns Condé Nast, control more than 40% of the vote among Discovery shareholders and gave the merger their blessing nearly a year ago. Mr. Malone and Steven Newhouse will hold board seats in the new company.

When merged, the newly formed Warner Bros. Discovery will be one of the biggest media companies in the country, combining HBO, CNN, and Warner Bros. movie and TV studios with Discovery’s vast unscripted entertainment empire. It will also bring the HBO Max and Discovery+ streaming services under the same roof. CNN announced on Friday that its streaming service, CNN+, will debut on March 29 for $6 a month.

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