Discovery Inc. 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 non-fiction and international entertainment and sports businesses.
At a special meeting of Discovery shareholders, held Friday, shareholders 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, Discovery said in a statement.
The acquisition is expected to close early in the second quarter of 2022, subject to other customary closing conditions.
The Boards of Directors of both AT&T and Discovery have approved the transaction.
In May 2021, AT&T Inc. and Discovery Inc. had announced a definitive agreement to combine WarnerMedia’s premium entertainment, sports and news assets with Discovery’s leading nonfiction and international entertainment and sports businesses to create a premier, standalone global entertainment company.
Under the terms of the agreement, which was structured as an all-stock, Reverse Morris Trust transaction, AT&T would receive $43 billion (subject to adjustment) in a combination of cash, debt securities, and WarnerMedia’s retention of certain debt, and its shareholders would receive stock representing 71 percent of the new company, while Discovery would own 29 percent of the new company.
For AT&T and its shareholders, this transaction provided an opportunity to unlock value in its media assets and to better position the media business to take advantage of the attractive DTC trends in the industry. Additionally, the transaction would allow the company to better capitalize on the longer-term demand for connectivity.
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