NEW YORK, Dec. 22, 2021 /PRNewswire/ -- Discovery, Inc.
("Discovery" or the "Company") (NASDAQ: DISCA, DISCB, DISCK) today
announced that the European Commission (EC) has granted
unconditional antitrust clearance of the Company's proposed
acquisition of AT&T Inc.'s (NYSE:T) WarnerMedia
business.
"Approval from the European Commission is a key milestone toward
completing our proposed transaction with AT&T," said
David Zaslav, President and Chief
Executive Officer of Discovery, and the future CEO of the combined
company. "Today we move one important step closer to creating
Warner Bros. Discovery, a premier entertainment company that will
be one of the world's leading investors in premium content and one
positioned to serve consumers with what we believe will be the most
complete content offering under one roof."
Discovery currently anticipates the closing of the WarnerMedia
transaction to occur in mid-2022, subject to approval by Discovery
stockholders and additional customary closing conditions, including
other regulatory approvals. No approval is required by AT&T
stockholders.
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 over 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
forthcoming 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 3 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
This press release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995. These forward-looking statements, including statements as
to the expected timing, completion and effects of Discovery's
pending transaction with AT&T Inc. and AT&T's WarnerMedia
business, are based on current expectations, forecasts and
assumptions of the management of Discovery and AT&T that
involve risks and uncertainties outside of Discovery's control and
on information available to Discovery as of the date hereof.
Discovery's actual results could differ materially from those
stated or implied due to risks and uncertainties associated with
its business, which include the risk factors disclosed in its 2020
Annual Report on Form 10-K filed with the Securities and Exchange
Commission ("SEC") on February 22,
2021 and its Quarterly Report on Form 10-Q for the quarter
ended September 30, 2021, filed with
the SEC on November 9, 2021.
Forward-looking statements include statements regarding
Discovery's expectations, beliefs, intentions or strategies
regarding the future, and can be identified by forward-looking
words such as "anticipate," "believe," "could," "continue,"
"estimate," "expect," "intend," "may," "should," "will" and "would"
or similar words. Forward-looking statements in this release
include, without limitation, statements regarding investing in
Discovery's programming, strategic growth initiatives, changes in
the pay-TV ecosystem, the timing and effects of its pending
transaction with AT&T Inc. and AT&T's WarnerMedia business
and related transactions, and the impact of COVID-19. Actual
results may differ materially from the results predicted due to
risks and uncertainties, including Discovery's ability to complete,
integrate, maintain and obtain the anticipated benefits and
synergies from its proposed transaction to combine Discovery's
business with AT&T's WarnerMedia business. Discussions of
additional risks and uncertainties are contained in AT&T's,
Magallanes, Inc.'s ("Spinco's") and Discovery's filings with the
SEC, including the registration statement on Form S-4, containing a
preliminary proxy statement/prospectus, filed by Discovery and the
registration statement on Form S-4 and Form S-1, containing a
preliminary prospectus, filed by Spinco in connection with the
proposed transaction. None of Discovery, AT&T or Spinco 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, AT&T,
Spinco and Discovery have filed and intend to file relevant
materials with the SEC, including a registration statement on Form
S-4 filed by Discovery that contains a preliminary proxy
statement/prospectus of Discovery and a registration statement on
Form S-4 and Form S-1 by Spinco that contains a preliminary
prospectus of Spinco. Each of Discovery and Spinco expects to file
amendments to these filings before they become effective. This
communication is not a substitute for the registration statements,
proxy statement/prospectus, prospectus or any other document which
AT&T, Spinco or Discovery have filed or 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, PROXY STATEMENT/PROSPECTUS AND PROSPECTUS BECAUSE THEY
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of the
registration statements, proxy statement/prospectus and 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.
Participants in Solicitation:
AT&T and its directors and executive officers, and Discovery
and its directors and executive officers, may be deemed to be
participants in the solicitation of proxies from the holders of
Discovery capital stock and/or the offering of Discovery securities
in respect of the proposed transaction. Information about the
directors and executive officers of AT&T is set forth in the
proxy statement for AT&T's 2021 Annual Meeting of Stockholders,
which was filed with the SEC on March 11,
2021. Information about the directors and executive officers
of Discovery is set forth in the proxy statement for Discovery's
2021 Annual Meeting of Stockholders, which was filed with the SEC
on April 30, 2021. Investors may
obtain additional information regarding the interest of such
participants by reading the registration statements, proxy
statement/prospectus and prospectus and other relevant materials
regarding the proposed transaction when they become available.
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SOURCE Discovery, Inc.