Company Continues to Execute on Previously Announced Separation into Two Distinct, Leading Media Companies
Process Follows Unsolicited Interest from Multiple Parties for the Entire Company and Warner Bros.
While Warner Bros. Discovery (the "Company") (NASDAQ: WBD) continues to advance its previously announced separation of Warner Bros. and Discovery Global, its Board of Directors today announced it has initiated a review of strategic alternatives to maximize shareholder value, in light of unsolicited interest the Company has received from multiple parties for both the entire company and Warner Bros.
Through this process, the Warner Bros. Discovery Board will evaluate a broad range of strategic options, which will include continuing to advance the Company's planned separation to completion by mid-2026, a transaction for the entire company, or separate transactions for its Warner Bros. and/or Discovery Global businesses. As part of the review, the Company will also consider an alternative separation structure that would enable a merger of Warner Bros. and spin-off of Discovery Global to our shareholders.
"We continue to make important strides to position our business to succeed in today's evolving media landscape by advancing our strategic initiatives, returning our studios to industry leadership, and scaling HBO Max globally. We took the bold step of preparing to separate the Company into two distinct, leading media companies, Warner Bros. and Discovery Global, because we strongly believed this was the best path forward," said David Zaslav, President and CEO of Warner Bros. Discovery.
Zaslav added, "It's no surprise that the significant value of our portfolio is receiving increased recognition by others in the market. After receiving interest from multiple parties, we have initiated a comprehensive review of strategic alternatives to identify the best path forward to unlock the full value of our assets."
"Our decision to initiate this review underscores the Board's commitment to considering all opportunities to determine the best value for our shareholders," added Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. "We continue to believe that our planned separation to create two distinct, leading media companies will create compelling value. That said, we determined taking these actions to broaden our scope is in the best interest of shareholders."
There is no deadline or definitive timetable set for completion of the strategic alternatives review process. Other than the separation transaction that is already underway, there can be no assurance that this process will result in the Company pursuing a transaction or other outcome. Warner Bros. Discovery does not intend to make any further announcements regarding the review of strategic alternatives unless and until the Board approves a specific transaction or otherwise determines further disclosure is appropriate or necessary.
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.