Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
NETFLIX INC entered into Agreement and Plan of Merger with Warner Bros. Discovery, Inc. valued at Cash consideration of $23.25 per share and stock exchange ratio between 0.0376 and 0.0460 (effective 2025-12-04).
- Action
- entry
- Agreement
- merger
- Counterparty
- Warner Bros. Discovery, Inc.
- Value
- Cash consideration of $23.25 per share and stock exchange ratio between 0.0376 and 0.0460
- Effective
- 2025-12-04
Exact text from the filing
On December 4, 2025, Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“Newco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms of the Merger Agreement, among other things, (i) a newly formed Delaware corporation and wholly owned subsidiary of Newco will merge with and into WBD (the “Holdco Merger”) in accordance with Section 251(g) of the General Corporation Law of the State of Delaware, with WBD surviving as a wholly owned subsidiary of Newco and with the stockholders of WBD immediately prior to the effective time of the Holdco Merger becoming the stockholders of Newco at and immediately following the effective time of the Holdco Merger, and (ii) following an intern
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