Shareholder Alert: The Ademi Firm investigates whether Warner Bros. Discovery, Inc. is obtaining a Fair Price for its Public Shareholders

MILWAUKEE, Dec. 5, 2025 /PRNewswire/ -- The Ademi Firm is investigating WBD (NASDAQ: WBD) for possible breaches of fiduciary duty and other violations of law in its recently announced transaction with Netflix.

Click here to learn how to join our investigation and obtain additional information or contact us at gademi@ademilaw.com or toll-free: 866-264-3995. There is no cost or obligation to you.

In the transaction, WBD shareholders will receive $23.25 in cash and $4.50 in shares of Netflix common stock for each share of WBD common stock outstanding at the closing of the transaction. The transaction values Warner Bros. Discovery at $27.75 per share, implying a total equity value of approximately $72.0 billion and an enterprise value of approximately $82.7 billion. The stock component is subject to a collar under which WBD shareholders will receive Netflix stock valued at $4.50 per share, provided the 15-day volume weighted average price ("VWAP") of Netflix stock price (measured three trading days prior to closing) falls between $97.91 and $119.67. If the VWAP is below $97.91, WBD shareholders will receive 0.0460 Netflix shares for each WBD share. If the VWAP is above $119.67, WBD shareholders will receive 0.0376 Netflix shares for each WBD share.

WBD insiders will receive substantial benefits as part of change of control arrangements.

The transaction agreement unreasonably limits competing transactions for WBD by imposing a significant penalty if WBD accepts a competing bid. We are investigating the conduct of the WBD board of directors, and whether they are fulfilling their fiduciary duties to all shareholders.

We specialize in shareholder litigation involving buyouts, mergers, and individual shareholder rights. For more information, please feel free to call us. Attorney advertising. Prior results do not guarantee similar outcomes.

Contacts

Ademi & Fruchter LLP
Guri Ademi
Toll Free: (866) 264-3995
Fax: (414) 482-8001

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SOURCE Ademi LLP