NEW YORK, March 11, 2022 /PRNewswire/ -- Discovery, Inc.
(NASDAQ: DISCA, DISCB, DISCK) today announced 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
today, 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 through the filing of a
Current Report on Form 8-K to reflect the final certification of
results from the Inspector of Election.
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.
About Discovery:
Discovery, Inc. (Nasdaq: DISCA, DISCB, DISCK) is a global leader in
real life entertainment, serving a passionate audience of superfans
around the world with content that inspires, informs and
entertains. Discovery delivers over 8,000 hours of original
programming each year and has category leadership across deeply
loved content genres around the world. Available in 220 countries
and territories and nearly 50 languages, Discovery is a platform
innovator, reaching viewers on all screens, including TV
Everywhere; products such as the GO portfolio of apps;
direct-to-consumer streaming services such as discovery+, Food
Network Kitchen and MotorTrend OnDemand digital-first and social
content from Group Nine Media; a landmark natural history and
factual content partnership with the BBC; and a strategic alliance
with PGA TOUR to create the international home of golf. Discovery's
portfolio of premium brands includes Discovery Channel, HGTV, Food
Network, TLC, Investigation Discovery, Travel Channel, MotorTrend,
Animal Planet, Science Channel, and the multi-platform JV with
Chip and Joanna Gaines, Magnolia
Network, as well as OWN: Oprah Winfrey Network in the U.S.,
Discovery Kids in Latin America,
and Eurosport, the leading provider of locally relevant, premium
sports and Home of the Olympic Games across Europe. For more information, please
visit corporate.discovery.com and follow @DiscoveryIncTV across
social platforms.
Cautionary Statement Concerning Forward-Looking
Statements
Information set forth in this communication,
including financial estimates and statements as to the expected
timing, completion and effects of the proposed transaction between
AT&T, Spinco, and Discovery constitute forward-looking
statements within the meaning of the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. These estimates
and statements are subject to risks and uncertainties, and actual
results might differ materially. Such estimates and statements
include, but are not limited to, statements about the benefits of
the transaction, including future financial and operating results,
the combined Spinco and Discovery company's plans, objectives,
expectations and intentions, and other statements that are not
historical facts. Such statements are based upon the current
beliefs and expectations of the management of AT&T and
Discovery and are subject to significant risks and uncertainties
outside of our control. Among the risks and uncertainties that
could cause actual results to differ from those described in the
forward-looking statements are the following: the occurrence of any
event, change or other circumstances that could give rise to the
termination of the proposed transaction; the risk that the
necessary regulatory approvals may not be obtained or may be
obtained subject to conditions that are not anticipated; risks that
any of the other closing conditions to the proposed transaction may
not be satisfied in a timely manner; risks that the anticipated tax
treatment of the proposed transaction is not obtained; risks
related to litigation brought in connection with the proposed
transaction; uncertainties as to the timing of the consummation of
the proposed transaction; risks and costs related to the
implementation of the separation of Spinco, including timing
anticipated to complete the separation, any changes to the
configuration of the businesses included in the separation if
implemented; the risk that the integration of Discovery and Spinco
being more difficult, time consuming or costly than expected; risks
related to financial community and rating agency perceptions of
each of AT&T and Discovery and its business, operations,
financial condition and the industry in which it operates; risks
related to disruption of management time from ongoing business
operations due to the proposed merger; failure to realize the
benefits expected from the proposed merger; effects of the
announcement, pendency or completion of the proposed merger on the
ability of AT&T, Spinco or Discovery to retain customers and
retain and hire key personnel and maintain relationships with their
suppliers, and on their operating results and businesses generally;
and risks related to the potential impact of general economic,
political and market factors on the companies or the proposed
transaction. The effects of the COVID-19 pandemic may give rise to
risks that are currently unknown or amplify the risks associated
with the foregoing factors.
These risks, as well as other risks associated with the proposed
transaction, are more fully discussed in the registration statement
on Form S-4 filed by Discovery with the SEC, which includes a
preliminary proxy statement/prospectus, the proxy
statement/prospectus filed by Discovery with the SEC and first
mailed to Discovery stockholders on February
10, 2022, and the registration statement on Form 10 filed by
Spinco with the SEC, which includes a preliminary information
statement, in connection with the proposed transaction. Discussions
of additional risks and uncertainties are contained in AT&T's
and Discovery's filings with the SEC. Neither AT&T nor
Discovery is under any obligation, and each expressly disclaims any
obligation, to update, alter, or otherwise revise any
forward-looking statements, whether written or oral, that may be
made from time to time, whether as a result of new information,
future events, or otherwise. Persons reading this announcement are
cautioned not to place undue reliance on these forward-looking
statements which speak only as of the date hereof.
Additional Information and Where to Find It
This
communication may be deemed to be solicitation material in respect
of the proposed transaction between AT&T, Spinco, and
Discovery. In connection with the proposed transaction, Discovery
filed a registration statement on Form S-4 with the SEC containing
a preliminary prospectus of Discovery that also constitutes a
preliminary proxy statement of Discovery. The Form S-4 was declared
effective February 10, 2022 and the
proxy statement/prospectus was first mailed to Discovery
stockholders on February 10, 2022. In
addition, Spinco filed a registration statement on Form 10 with the
SEC containing a preliminary information statement. The Form 10 has
not yet become effective. After the Form 10 is effective, the
information statement will be made available to AT&T
stockholders. The information in the preliminary information
statement is not complete and may be changed. This communication is
not a substitute for the registration statements, proxy
statement/prospectus, information statement or any other document
which AT&T, Spinco or Discovery may file with the SEC.
STOCKHOLDERS OF AT&T AND DISCOVERY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THE REGISTRATION
STATEMENTS, THE PROXY STATEMENT/PROSPECTUS AND THE INFORMATION
STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE THEY CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security
holders are able to obtain copies of the proxy statement/prospectus
as well as other filings containing information about AT&T,
Spinco and Discovery, without charge, at the SEC's website,
http://www.sec.gov. Copies of documents filed with the SEC by
AT&T or Spinco will be made available free of charge on
AT&T's investor relations website at https://investors.att.com.
Copies of documents filed with the SEC by Discovery will be made
available free of charge on Discovery's investor relations website
at https://ir.corporate.discovery.com/investor-relations.
No Offer or Solicitation
This communication is for
informational purposes only and is not intended to and does not
constitute an offer to sell, or the solicitation of an offer to
subscribe for or buy, or a solicitation of any vote or approval in
any jurisdiction, nor shall there be any sale, issuance or transfer
of securities in any jurisdiction in which such offer, sale or
solicitation would be unlawful, prior to registration or
qualification under the securities laws of any such jurisdiction.
No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities
Act of 1933, as amended, and otherwise in accordance with
applicable law.
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SOURCE Discovery, Inc.
