![\"WBD](\"https:\/\/i0.wp.com\/www.thewrap.com\/wp-content\/uploads\/2023\/08\/david-zaslav.jpg?fit=300%2C169&quality=89&ssl=1\")
\t\t\t\t\t<\/a>\n\t\t\n\t\t\tDavid Zaslav to Get $551.5 Million in Cash, Equity and Benefits From Paramount Merger Payout<\/a>\n\t\t<\/div>\n\t<\/div>\n<\/div>\n\n\n\n
Though Glass Lewis is urging shareholders to reject Zaslav’s pay, the firm is recommending that shareholders approve the $110 billion Paramount merger.<\/p>\n\n\n\n
The firm noted that the sale process “appears to have been sufficiently broad and disciplined to support the board\u2019s decision to change course once it determined that doing so was warranted” and that Paramount’s $31 per share offer plus a 25 cent per share ticking fee if closing extends beyond Sept. 30 provides shareholders with a “cleaner finale” than the $83 billion Netflix deal for WBD’s studio and streaming assets. <\/p>\n\n\n\n
“From a valuation standpoint, the Merger Consideration offers WBD shareholders immediate and certain cash value at a level that appears favorable relative to the Company\u2019s unaffected trading history, the financial advisors\u2019 updated valuation analyses, and the range of potential financial outcomes reflected in the prior Netflix transaction,” the firm said. “Although the amended Netflix proposal may have offered greater theoretical upside if Discovery Global on a post-spinoff basis ultimately proved to be worth more than the value implied by PSKY\u2019s final bid, that outcome would have depended on investors ascribing a relatively robust standalone value to a business whose prospective worth appeared meaningfully uncertain.” <\/p>\n\n\n\n
However, it warned that the Paramount deal is not without “meaningful closing risk” <\/p>\n\n\n\n
“The persistently wide merger arbitrage spread and the continuing antitrust scrutiny indicate that the market does not view completion as assured, notwithstanding the expiration of the HSR waiting period and the substantial reverse termination fee,” the firm continued. “Even so, in light of the certainty of the Merger Consideration, the strength of the final price relative to the disclosed valuation references, and the disciplined process through which the board arrived at its decision, we believe the overall balance of factors here weighs in favor of shareholder support for the PSKY merger.”<\/p>\n\n\n
![\"Warner](\"https:\/\/i0.wp.com\/www.thewrap.com\/wp-content\/uploads\/2025\/12\/Robert-OkineGetty-Images-2025-12-08T111301.644.jpg?fit=300%2C169&quality=89&ssl=1\")
\t\t\t\t\t<\/a>\n\t\t\n\t\t\tParamount Confirms Middle East Sovereign Wealth Fund Investment to Back Warner Bros. Deal<\/a>\n\t\t<\/div>\n\t<\/div>\n<\/div>\n\n\n\n
Glass Lewis’ recommendation comes after another influential proxy advisory firm, Insitutional Shareholder Services, called Zaslav’s golden parachute payout “problematic” and \u201cinconsistent with common market practice.\u201d <\/p>\n\n\n\n
ISS also said the Paramount merger is the result of a \u201ccompetitive sales process” that “provides shareholders comfort that the proposed deal is the best available.” It also said the deal is a \u201cmeaningful premium to the unaffected share price\u201d and that there\u2019s a \u201cpotential downside risk of non-approval.\u201d<\/p>\n\n\n\n
The Paramount-Warner Bros. merger is expected to close by the third quarter, subject to regulatory and shareholder approval. A shareholder vote is slated for April 23. The advisory vote on executive pay is non-binding. <\/p>\n\n\n\n
In the event that the deal does not close at all due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.<\/p>\n\n\n
![\"David](\"https:\/\/i0.wp.com\/www.thewrap.com\/wp-content\/uploads\/2025\/03\/david-zaslav.jpg?fit=300%2C169&quality=89&ssl=1\")
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