Board designees announced in anticipation of the Q2 closing
of the Discovery, Inc. and WarnerMedia combination
Designees will bring deep media industry expertise, extensive
qualifications, and diverse experience
Samuel A. Di Piazza to become
Board Chair
NEW YORK, March 15, 2022 /PRNewswire/ -- Discovery,
Inc. (NASDAQ: DISCA, DISCB, DISCK) today announced the full slate
of director designees for the combined company, Warner Bros.
Discovery, Inc. ("WBD"). The directors will be elected and
begin serving on the WBD Board effective at the closing of the
proposed combination of Discovery, Inc. and WarnerMedia, which is
expected to occur early in the second quarter of 2022.
"I look forward to working alongside and benefiting from the
collective experience of this group of distinguished leaders to
create and grow the world's most dynamic media entertainment
company and a top-tier competitor in streaming. This Board brings
diverse personal perspectives, strong track records and invaluable
industry knowledge. Its stewardship will help establish the company
as the premier creator of impactful storytelling across genres and
platforms," said David Zaslav, the
future President & CEO of Warner Bros. Discovery.
As previously disclosed, the WBD Board will consist of 13
directors, with six designated by Discovery, Inc. and seven
designated by AT&T Inc ("AT&T"). The current AT&T
board members being named to the WBD Board will step down from the
AT&T board upon the closing of the combination.
- Samuel A. Di Piazza, Board
Chair, Warner Bros. Discovery, Inc. AT&T has designated
Samuel A. Di Piazza, a current
member of the AT&T board, as Board Chair for Warner Bros.
Discovery, Inc. Mr. Di Piazza is the
former Global Chief Executive Officer of PricewaterhouseCoopers
International Limited.
- David Zaslav, President and
Chief Executive Officer, Warner Bros. Discovery, Inc. Upon
closing, David Zaslav will serve as
President and CEO of Warner Bros. Discovery, Inc. and will be a
Discovery designee to the WBD Board. Mr. Zaslav has served as
President and CEO of Discovery, Inc. since 2007.
- Robert R. Bennett, a
Discovery, Inc. director since 2008, and Managing Director of
Hilltop Investments, LLC, a private investment company.
- Li Haslett Chen, founder
and CEO of Narrativ, a commerce and payments platform built for
creators.
- Richard W. Fisher, former
President and Chief Executive Officer of the Federal Reserve Bank
of Dallas from 2005 until
March 2015.
- Paul A. Gould, a
Discovery, Inc. director since 2008, and Managing Director and
Executive Vice President at Allen & Company Incorporated, an
investment banking services company.
- Debra L. Lee, a current
AT&T director, Chair of Leading Women Defined Foundation (a
nonprofit education and advocacy organization in Los Angeles, California), and former Chair and
Chief Executive Officer of BET Networks from 2006 until 2018.
- Dr. John C. Malone, a
Discovery, Inc. director since 2008 and chairman of the boards of
Liberty Media Corporation, Liberty Broadband Corporation and
Liberty Global plc.
- Fazal Merchant, Senior
Advisor to Sixth Street Partners and former Co-CEO of Tanium Inc.,
a subscription-based global cyber-security and IT management
company.
- Steven A. Miron, a
Discovery, Inc. director since 2008, and Chief Executive Officer of
Advance/Newhouse Partnership, a privately-held media company, and a
senior executive officer at Advance, a private, family-held
business that owns and invests in a broad range of media and
technology companies.
- Steven O. Newhouse,
Co-President of Advance, a private, family-held business that owns
and invests in companies across media, entertainment, technology,
communications, education, mass participation sports and other
promising growth sectors.
- Paula A. Price, former
Executive Vice President and Chief Financial Officer of Macy's,
Inc.
- Geoffrey Y. Yang, a
current AT&T director and founding partner and Managing
Director of Redpoint Ventures (a global private equity and venture
capital firm based in Woodside,
California).
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 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 Securities and Exchange
Commission ("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
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.
