Warner Bros Discovery Says On April 2, Donna Nicosia V. Samuel Di Piazza, Jr. Et Al., Complaint Filed In Supreme Court Of State Of NY; Alleges Negligence Claims & Negligent Misrepresentation For Disseminating Allegedly False & Misleading Proxy Statement; Denies Allegations In Complaint & Demand Letters & Believes Claims Asserted In Complaint & Demand Letters Are Without Merit; Complaint Seeks Corrective Disclosure To Proxy Statement, To Enjoin And/Or Rescind WBD Stockholder Vote On Paramount Skydance Deal
EXPLANATORY NOTE
On March 26, 2026, Warner Bros. Discovery, Inc. ("WBD") filed a definitive proxy statement (the "Proxy Statement") with the U.S. Securities and Exchange Commission (the "SEC") in connection with the Agreement and Plan of Merger, dated as of February 27, 2026 (as it may be amended from time to time, the "Merger Agreement"), by and among WBD, Paramount Skydance Corporation, a Delaware corporation ("PSKY"), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY, which provides for the acquisition of WBD by PSKY (the "Merger"). A special meeting of WBD stockholders will be held virtually on April 23, 2026, at 10:00 a.m. Eastern Time, to vote on the proposal to adopt the Merger Agreement and a certain other proposal, as disclosed in the Proxy Statement.
On April 2, 2026, the complaint (the "Complaint") captioned Donna Nicosia v. Samuel Di Piazza, Jr. et al., Index No. 150851/2026 (N.Y. Sup. Ct. Apr. 2, 2026) was filed in the Supreme Court of the State of New York, County of Richmond. The Complaint names as defendants WBD, the members of the WBD board of directors, and PSKY, and alleges, among other things, claims for negligence and negligent misrepresentation for disseminating an allegedly false and misleading proxy statement. The Complaint seeks, among other things, corrective disclosure to the Proxy Statement and to enjoin and/or rescind the WBD stockholder vote on the Merger Agreement.
In addition, as of the date of this filing, WBD has received 15 demand letters from purported stockholders of WBD in connection with the Merger (the "Demand Letters"). The Demand Letters generally allege that the Proxy Statement omitted purportedly material information that rendered it false and misleading or otherwise had disclosure deficiencies in violation of federal securities laws. The Demand Letters demand corrective disclosure to the Proxy Statement.
WBD may receive additional stockholder demand letters and additional complaints related to the Merger may be filed in the future. The outcome of any future litigation is uncertain.
WBD denies the allegations in the Complaint and the Demand Letters and believes that the claims asserted in the Complaint and the Demand Letters are without merit and that no supplemental disclosure is required under applicable laws. However, in order to reduce the burden, inconvenience, expense, risk and disruption of potential litigation, and without admitting liability or wrongdoing, WBD has determined to voluntarily supplement the Proxy Statement by providing the additional information presented below. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality of any supplemental disclosures under applicable laws.
The board of directors of WBD continues to recommend unanimously that you vote "FOR" the proposals being considered at WBD's special meeting of stockholders.